Common use of Competitive Bid Procedure Clause in Contracts

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) in the case of a Eurocurrency Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not more than three Competitive Bid Requests may be submitted on the same day. Each telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 12:00 noon, New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the date of the proposed Competitive Borrowing. Competitive Bids that do not conform to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which may equal the entire principal amount of the Competitive Borrowing requested by the Company) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid; provided further that in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars Bids, and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans, denominated in US Dollars, Sterling or Euro; provided that after giving effect to any Borrowing of Competitive Loans the sum of the aggregate Revolving Credit Exposures at any time and the aggregate Competitive Loan Exposures shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) or by telecopy, in the case of a Eurocurrency Competitive Borrowing, not later than 10:00 11:00 a.m., New York City timeLocal Time, four Business Days before the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City timeLocal Time, one Business Day before the date of the proposed Competitive Borrowing. Not ; provided that the Borrowers may submit up to (but not more than three than) five Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Companyapplicable Borrower, or by the Borrower Agent on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting such Borrowing (or on whose behalf the Competitive Bid Borrower Agent is requesting such Borrowing); (ii) the aggregate principal amount of the requested Borrowing and the aggregate amount currency of the requested Borrowing; (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (ivv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”” and shall end no later than the Maturity Date; and (vvi) the location and number of the CompanyBorrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.07. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company applicable Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City timeLocal Time, four three Business Days before the proposed date of the proposed such Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City timeLocal Time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be an amount at least equal to the Borrowing Minimum and an integral multiple of the Borrowing Multiple and which may equal the entire principal amount of the Competitive Borrowing requested by the Companyapplicable Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company applicable Borrower by telecopy of the each Competitive Bid Rate and the each principal amount specified in each Competitive Bid and the identity of the Lender that shall have made each such Competitive BidBid not later than (i) in the case of a Eurocurrency Competitive Borrowing, 10:00 a.m., Local Time, three Business Days before the proposed date of such Competitive Borrowing, and (ii) in the case of a Fixed Rate Borrowing 10:00 a.m., Local Time, on the proposed date of such Competitive Borrowing. (d) Subject only to the provisions of this paragraph, the applicable a Borrower may accept or reject any Competitive Bid. The applicable Borrower shall notify the Administrative Agent by telecopy or by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three Business Days before the date of the proposed Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 11:00 a.m., New York City timeLocal Time, on the proposed date of the proposed Competitive Borrowing; provided that (i) the failure of the a Borrower to give such notice with respect to any Competitive Bid shall be deemed to be a rejection of each such Competitive Bid, (ii) the a Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made in response to the same Competitive Bid Request at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the a Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the a Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of at least the Borrowing Minimum that is an integral multiple of the Borrowing Multiple; provided further that if a Competitive Loan must be in an amount less than the Borrowing Minimum because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of US$1,000,000 (or, in the case of a Competitive Loan denominated in Sterling or Euro, the smallest amount of such currency that (i) is an integral multiple of 1,000,000 units of such currency and (ii) has a US Dollar Equivalent in excess of US$1,000,000) or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple in a manner determined by the BorrowerAdministrative Agent. A notice given by the a Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, on the terms hereof and subject to the terms and conditions hereofset forth in Section 4.02 (which conditions, insofar as they apply to any Competitive Loan, may be waived by the Lender that is to make such Competitive Loan), to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject In order to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable a Borrower shall notify hand deliver or fax to the Administrative Agent a duly completed Competitive Bid Request in the form of such request Exhibit A-1 hereto, to be received by telephone the Administrative Agent (i) in the case of a Eurocurrency Competitive BorrowingLoan, not later than 10:00 a.m., New York City time, (A) four Business Days before the date of the a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in Dollars and (B) five Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, (A) one Business Day before the date of the a proposed Competitive BorrowingBorrowing in the case of a Competitive Borrowing denominated in Dollars and (B) two Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency. Not more than three No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Requests Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be submitted on rejected in the same dayAdministrative Agent’s sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by fax. Each telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy refer to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent this Agreement and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iiiA) whether such the Borrowing then being requested is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; , (ivB) the date of such Borrowing (which shall be a Business Day), (C) the currency of the requested Borrowing (which shall be Dollars or a Non-US Currency), (D) the aggregate principal amount of the requested Borrowing (which shall be an integral multiple of 1,000,000 units of the applicable currency with a Dollar Equivalent on the date of the applicable Competitive Bid Request of at least $10,000,000), and (E) the Interest Period to be applicable to such Borrowing, with respect thereto (which shall be a period contemplated by may not end after the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05Maturity Date). Promptly following after its receipt of a Competitive Bid Request in accordance with this Sectionthat is not rejected as aforesaid, the Administrative Agent shall notify fax to the Lenders a Notice of the details thereof by telecopy, Competitive Bid Request inviting the Lenders to submit bid, on the terms and conditions of this Agreement, to make Competitive BidsLoans. (b) Each Lender may (but shall not have any obligation to) invited to bid may, in its sole discretion, make one or more Competitive Bids to the Company in response applicable Borrower responsive to a such Borrower’s Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopyfax, in the form of Exhibit A-3 hereto, (i) in the case of a Eurocurrency Competitive BorrowingLoan, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the date of the a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the date day of the a proposed Competitive Borrowing. A Lender may submit multiple bids to the Administrative Agent. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent format of Exhibit A-3 may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender making such nonconforming bid of such rejection as promptly soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (ix) the principal amount (which shall be an integral multiple of 1,000,000 units of the applicable currency and which may equal the entire principal amount of the Competitive Borrowing requested by the Companyrequested) of the Competitive Loan or Loans that the Lender is willing to make, (iiy) the Competitive Bid Rate or Rates at which the Lender is prepared to make such the Competitive Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iiiz) the Interest Period applicable to each such Loan and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the Administrative Agent by fax (I) in the case of Eurocurrency Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall as promptly as practicable notify the Company applicable Borrower, by telecopy fax, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount specified in of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Lender that made each bid. The Administrative Agent shall have made such send a copy of all Competitive BidBids to the applicable Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) Subject The applicable Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraphparagraph (d), the applicable Borrower may accept or reject any Competitive BidBid referred to in paragraph (c) above. The applicable Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy fax in the form of a form approved by the Administrative AgentCompetitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date any or all of the proposed Competitive Borrowing and bids referred to in paragraph (iic) in above not more than one hour after it shall have been notified of such bids by the case of a Fixed Rate BorrowingAdministrative Agent pursuant to such paragraph (c); provided, not later than 10:30 a.m.however, New York City time, on the date of the proposed Competitive Borrowing; provided that (i) the failure of the applicable Borrower to give such notice shall be deemed to be a rejection of each Competitive Bidall the bids referred to in paragraph (c) above, (ii) the applicable Borrower shall not accept a Competitive Bid bid made at a particular Competitive Bid Rate if such Borrower rejects it has decided to reject a Competitive Bid bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the applicable Borrower shall not exceed the aggregate principal amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) if the applicable Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted to exceed the amount specified in the Competitive Bid Request, then the applicable Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request and (iv) to less the extent necessary to comply with clause (iii) above, the Borrower may accept amount of all other Competitive Bids at the same accepted with respect to such Competitive Bid Rate in partRequest, which acceptance, in the case of multiple Competitive Bids bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid; provided further Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in an amount that is an integral multiple of 1,000,000 units of the applicable currency, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids bids at a particular Competitive Bid Rate pursuant to clause (iv) above, the amounts shall be rounded to integral multiples of 1,000,000 units of the Borrowing Multiple applicable currency in a manner determined by which shall be in the discretion of the applicable Borrower. A notice given by the Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, and if so, the in what amount and at what Competitive Bid Rate so accepted)Rate) by fax, and each successful bidder will thereupon become bound, subject to the terms and other applicable conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto (i) the Aggregate Credit Exposure would exceed the Total Commitment or (ii) in the event the Maturity Date shall have been extended as provided in Section 2.12(d), the sum of the LC Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the Competitive Loan Exposures attributable to Competitive Loans maturing after such Existing Maturity Date would exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit and the maturity of the last of such Competitive Loans. (g) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid bid directly to the applicable Borrower at least one quarter of an hour earlier than the latest time by at which the other Lenders are required to submit their Competitive Bids bids to the Administrative Agent pursuant to paragraph (b) of this Sectionabove.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any each Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive LoansLoans from time to time prior to the Availability Termination Date for such Borrower; provided that (i) the aggregate Exposures Aggregate Outstanding Credit Exposure at any time shall not exceed the aggregate CommitmentsAggregate Commitment and (ii) at no time shall the Borrower Credit Exposure of any Borrower exceed the Borrower Sublimit of such Borrower. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may, severally and not jointly with the other Borrowers, borrow, repay and reborrow Competitive Loans. (b) To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) telephone, in the case of a Eurocurrency Competitive BorrowingEurodollar Rate Advance, not later than 10:00 11:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) Advance and, in the case of a Fixed Rate BorrowingAdvance, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not Advance; provided that each Borrower may submit up to (but not more than three than) two Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Companyapplicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02information: (i) the Borrower requesting the Competitive Bid and an Advance; (ii) the aggregate amount of the requested BorrowingAdvance; (iiiii) the date of such BorrowingAdvance, which shall be a Business Day; (iiiiv) whether such Borrowing Advance is to be a Eurocurrency Borrowing Eurodollar Rate Advance or a Fixed Rate Borrowing;Advance; and (ivv) the Interest Period to be applicable to such BorrowingAdvance, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (bc) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company applicable Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Competitive BorrowingEurodollar Rate Advance, not later than 12:00 noon10:30 a.m., New York City time, four three Business Days before the proposed date of the proposed Competitive Borrowing such Advance, and (ii) in the case of a Fixed Rate BorrowingAdvance, not later than 9:30 10:30 a.m., New York City time, on the proposed date of the proposed Competitive Borrowingsuch Advance. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing Advance requested by the Companysuch Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (cd) The Administrative Agent shall promptly notify the Company applicable Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (de) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Such Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive BorrowingEurodollar Rate Advance, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing Advance, and (ii) in the case of a Fixed Rate BorrowingAdvance, not later than 10:30 a.m., New York City time, on the proposed date of the proposed Competitive BorrowingAdvance; provided that (i) the failure of the a Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the a Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the a Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing Advance specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the a Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the applicable Borrower. A notice given by the a Borrower pursuant to this paragraph shall be irrevocable. (ef) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (fg) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (bc) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the total Revolving Credit Exposures plus the aggregate Exposures principal amount of outstanding Competitive Loans at any time (after giving effect to the borrowing of such Competitive Loans and any concurrent repayment of Loans and reimbursement of LC Disbursements) shall not exceed the aggregate total Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone telephone, (ia) in the case of a Eurocurrency Competitive Eurodollar Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (iib) in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not ; provided that the Borrower may submit up to (but not more than three than) five Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within three Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the CompanyBorrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Eurodollar Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the CompanyBorrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.06. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (ix) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the proposed date of the proposed such Competitive Borrowing and (iiy) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (ix) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing and (iiy) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such the Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures Aggregate Outstanding Extensions of Credit at any time shall not exceed the aggregate Commitmentstotal Commitments at such time. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) telephone, in the case of a Eurocurrency Competitive Eurodollar Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not ; provided that the Borrower may submit up to (but not more than than) three Competitive Bid Requests may be submitted at the same time on the same day, but a Competitive Bid Request shall not be made within three Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery delivery, telecopy or telecopy electronic pdf to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the CompanyBorrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Eurodollar Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the CompanyBorrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.06. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopytelecopy or electronic pdf, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopytelecopy or electronic pdf, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the proposed date of the proposed such Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company Borrower by telecopy or electronic pdf of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy or electronic pdf in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such the Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that that, if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy or electronic pdf whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower the Company may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the total Committed Credit Exposures plus the aggregate Exposures principal amount of outstanding Competitive Loans, at any time shall not exceed the aggregate CommitmentsTotal Commitment. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) telephone, in the case of a Eurocurrency Competitive Eurodollar Borrowing, not later than 10:00 a.m., New York City Charlotte, North Carolina, time, four Business Days before the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City Charlotte, North Carolina, time, one Business Day before the date of the proposed Competitive Borrowing. Not ; provided that the Company may submit up to (but not more than than) three Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made on any of the five Business Days next succeeding the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Eurodollar Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “"Interest Period”"; and (v) the location and number of the Company’s 's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.07. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopytelecopy (in substantially the form set forth in Exhibit 2.04-B), inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a substantially the form approved by the Administrative Agent of Exhibit 2.04-C and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon10:00 a.m., New York City Charlotte, North Carolina, time, four three Business Days before the proposed date of the proposed such Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 10:00 a.m., New York City Charlotte, North Carolina, time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent of Exhibit 2.04-C may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Company) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereofthereof (which shall conform to that specified in the Company's related Competitive Bid Request). (c) The Administrative Agent shall promptly notify the Company by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower Company may accept or reject any Competitive BidBid in whole or (to the extent herein below provided) in part. The Borrower Company shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 11:30 a.m., New York City Charlotte, North Carolina, time, three Business Days before the date of the proposed Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 11:30 a.m., New York City Charlotte, North Carolina, time, on the proposed date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower Company to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower Company shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower the Company rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower Company shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower Company may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the BorrowerCompany. A notice given by the Borrower Company pursuant to this paragraph Section 2.04(d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, the Administrative Agent shall notify each Lender of the aggregate principal amount of all Competitive Bids accepted. (f) Upon determination by the Administrative Agent of the LIBOR Rate applicable to any Eurodollar Competitive Loan to be made by any Lender pursuant to a Competitive Bid that has been accepted by a Company pursuant to Section 2.04(d), the Administrative Agent shall notify such Lender of (i) the applicable LIBOR Rate and (ii) the sum of the applicable LIBOR Rate plus the Margin bid by such Lender. (g) If the Administrative Agent or one any of its Affiliates shall at any time have a Commitment hereunder and shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower Company at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject In order to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify hand deliver or telecopy to the Administrative Agent of such request by telephone a duly completed Competitive Bid Request (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before the proposed date of the proposed Competitive such Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the proposed date of the proposed Competitive such Borrowing. Not more than three Competitive Bid Requests may be submitted on the same day. Each telephonic A Competitive Bid Request shall not be confirmed promptly by hand delivery made within five Business Days after the date of any previous Competitive Bid Request. No ABR Loan shall be requested in, or telecopy to the Administrative Agent of made pursuant to, a written Competitive Bid Request. A Competitive Bid Request in a form approved that does not conform substantially to the format of Exhibit D-1 may be rejected by the Administrative Agent and signed by the CompanyAdministrative Agent shall notify the Borrower of such rejection as promptly as practicable. Each such telephonic and written Competitive Bid Request shall refer to this Agreement and specify the following information in compliance with Section 2.02: (i) whether the Borrower requesting the Borrowing being requested is to be a Eurodollar Competitive Bid and the aggregate amount of the requested Borrowing or a Fixed Rate Borrowing; ; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and the location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the aggregate principal amount of such Borrowing, which shall be a Business Day; minimum of $10,000,000 and an integral multiple of $1,000,000 and not greater than the Total Commitment then available; and (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (ivv) the Interest Period with respect thereto (which may not end after the Maturity Date unless the Borrower has given notice to be applicable to such Borrowing, which shall be a period contemplated by the definition extend payment of the term “Interest Period”; and (v) the location and number principal amount of the Company’s account to which funds are to be disbursed, which shall comply Loans until the first anniversary of the Maturity Date in accordance with the requirements of Section 2.05subsection 2.05(a)). Promptly following after its receipt of a Competitive Bid Request in accordance with this Sectionthat is not rejected, the Administrative Agent shall notify by telecopy in the Lenders of the details thereof by telecopy, inviting form set forth in Exhibit D-2 invite the Lenders to submit bid to make Competitive BidsLoans pursuant to the Competitive Bid Request. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company in response Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopytelecopy in the form of Exhibit D-3, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the proposed date of the proposed such Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent format of Exhibit D-3 may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall refer to this Agreement and specify (ix) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to make, (iiy) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iiiz) the Interest Period applicable to each such Loan or Loans and the last day thereof. (c) The Administrative Agent shall promptly notify the Company Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in of each Competitive Loan in respect of which a Competitive Bid shall have been made and the identity of the Lender that shall have made such Competitive Bideach bid. (d) Subject The Borrower may, subject only to the provisions of this paragraphparagraph (d), the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in the form of a form approved by the Administrative AgentCompetitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject each Competitive Bid, (ix) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing and (iiy) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the proposed Competitive Borrowing; provided provided, however, that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such the Borrower rejects has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed (but may be less than) the aggregate principal amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) if the Borrower shall accept a Competitive Bid or Bids made at a particular Competitive Bid Rate but the amount of such Competitive Bid or Bids would cause the total amount to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Request, then the Borrower shall accept a portion of such Competitive Bid or Bids in an amount equal to the amount specified in the Competitive Bid Request and (iv) to less the extent necessary to comply with clause (iii) above, the Borrower may accept amount of all other Competitive Bids at the same Competitive Bid Rate in partso accepted, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Bid and (v) except pursuant to clause (iv) above, no Competitive BidBid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the in what amount and at what Competitive Bid Rate so acceptedRate), and each successful bidder will thereupon become bound, upon the terms and subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Sectionabove.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive LoansLoans denominated in Dollars; provided that the Dollar Equivalent of the sum of the total Revolving Credit Exposures plus the aggregate Exposures principal amount of outstanding Competitive Loans at any time shall not exceed the aggregate total Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) telephone, in the case of a Eurocurrency Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not ; provided that the Borrower may submit no more than three one Competitive Bid Requests may be submitted Request on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless such previous Competitive Bid Request shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the CompanyBorrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the CompanyBorrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.08. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the proposed date of the proposed such Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such the Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the total Revolving Credit Exposures plus the aggregate Exposures principal amount of outstanding Competitive Loans at any time shall not exceed the aggregate total Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) telephone, in the case of a Eurocurrency Competitive Eurodollar Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not ; provided that the Borrower may submit up to (but not more than than) three Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved Table of Contents by the Administrative Agent and signed by the CompanyBorrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Eurodollar Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the CompanyBorrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.07. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the proposed date of the proposed such Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be Table of Contents deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate for a particular interest period if such the Borrower rejects a Competitive Bid made at a lower Competitive Bid RateRate for the same interest period, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period the Company (on its own behalf or on behalf of any Borrower other Borrower) may request Competitive Bids for Competitive Loans in US Dollars and the Company (on its own behalf and on behalf of any other Borrowers) may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that no Competitive Loan may be requested that would result in the aggregate sum of the total Revolving Credit Exposures at any time shall not exceed plus the aggregate total Competitive Loan Exposures exceeding the total Commitments. To request Competitive Bids, the Company (on its own behalf and on behalf of any other Borrowers) shall hand deliver or telecopy to the applicable Borrower shall notify Advance Agent a duly completed Competitive Bid Request in the Administrative Agent form of such request Exhibit A-1 hereto, to be received by telephone (i) the Advance Agent, in the case of a Eurocurrency Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not more than three Competitive Bid Requests may be submitted on the same day. Each telephonic A Competitive Bid Request that does not conform substantially to Exhibit A-1 may be rejected in the Advance Agent’s sole discretion, and the Advance Agent shall be confirmed promptly notify the Company of such rejection by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Companytelecopy. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.022.2: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the Currency of the requested Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (ivv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and; (vvi) the location and number of the Company’s account of the Company or any other Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.6; and (vii) the applicable Borrower. If no election as to the Currency of a Borrowing is specified in any Competitive Bid Request, then the applicable Borrower shall be deemed to have requested a Borrowing in Dollars. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Advance Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company such Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Advance Agent by telecopy, (i) in the form of Exhibit A-3 hereto, in the case of a Eurocurrency Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the proposed date of the proposed such Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent format of Exhibit A-3 may be rejected by the Administrative Advance Agent, and the Administrative Advance Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which may equal the entire principal amount of the Competitive Borrowing requested by the Company) of the Competitive Loan or Loans that the Lender is willing to makemake (which, in the case of a Competitive Borrowing denominated in Dollars, shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and, in the case of a Competitive Borrowing denominated in an Alternative Currency, shall be a minimum principal amount the Dollar Equivalent of which is equal to $5,000,000, and which may equal the entire principal amount of the Competitive Borrowing request by such Borrower), (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Advance Agent shall promptly notify the Company such Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable such Borrower may accept or reject any Competitive Bid. The Such Borrower shall notify the Administrative Advance Agent by telephone, confirmed by telecopy in the form of a form approved by the Administrative AgentCompetitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m.2:00 p.m., New York City time, on the proposed date of the proposed Competitive Borrowing; provided that (i) the failure of the such Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the such Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower the Company rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the such Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the such Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is, in the case of a Competitive Borrowing denominated in Dollars, in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000 and, in the case of a Competitive Borrowing denominated in an Alternative Currency, in a minimum principal amount the Dollar Equivalent of which is $5,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 or an amount in an Alternative Currency of which the Dollar Equivalent is less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $5,000,000 or an amount in an Alternative Currency of which the Dollar Equivalent is $5,000,000 or any integral multiple of $1,000,000 thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by which shall be in the discretion of such Borrower. A notice given by the such Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Advance Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Advance Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower Company at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Advance Agent pursuant to paragraph (b) of this Section. (g) All notices required by this Section 2.4 shall be given in accordance with Section 8.1.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any each Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive LoansLoans from time to time prior to the Availability Termination Date for such Borrower; provided that after giving effect thereto and to any repayments of outstanding Obligations made with proceeds of such Competitive Loans (i) the aggregate Exposures at any time Aggregate Outstanding Credit Exposure shall not exceed the aggregate CommitmentsAggregate Commitment and (ii) the Borrower Credit Exposure of the Borrower requesting any such Competitive Loan shall not exceed the Borrower Sublimit of such Borrower. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may, severally and not jointly with the other Borrowers, borrow, repay and reborrow Competitive Loans. (b) To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) telephone, in the case of a Eurocurrency Competitive BorrowingEurodollar Rate Advance, not later than 10:00 11:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) Advance and, in the case of a Fixed Rate BorrowingAdvance, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not Advance; provided that each Borrower may submit up to (but not more than three than) two Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Companyapplicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02information: (i) the Borrower requesting the Competitive Bid and an Advance; (ii) the aggregate amount of the requested BorrowingAdvance; (iiiii) the date of such BorrowingAdvance, which shall be a Business Day; (iiiiv) whether such Borrowing Advance is to be a Eurocurrency Borrowing Eurodollar Rate Advance or a Fixed Rate Borrowing;Advance; and (ivv) the Interest Period to be applicable to such BorrowingAdvance, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (bc) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company applicable Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Competitive BorrowingEurodollar Rate Advance, not later than 12:00 noon10:30 a.m., New York City time, four three Business Days before the proposed date of the proposed Competitive Borrowing such Advance, and (ii) in the case of a Fixed Rate BorrowingAdvance, not later than 9:30 10:30 a.m., New York City time, on the proposed date of the proposed Competitive Borrowingsuch Advance. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing Advance requested by the Companysuch Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (cd) The Administrative Agent shall promptly notify the Company applicable Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (de) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Such Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive BorrowingEurodollar Rate Advance, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing Advance, and (ii) in the case of a Fixed Rate BorrowingAdvance, not later than 10:30 a.m., New York City time, on the proposed date of the proposed Competitive BorrowingAdvance; provided that (i) the failure of the a Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the a Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing Advance specified in the related Competitive Bid Request and (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same no Competitive Bid Rate in part, which acceptance, in the case of multiple shall be accepted for a Competitive Bids at Loan unless such Competitive Bid Rate, shall be made pro rata Loan is in accordance with the a minimum principal amount of each such Competitive Bid; provided further that $5,000,000 and an integral multiple of $1,000,000 in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple in a manner determined by the Borrowerexcess thereof. A notice given by the a Borrower pursuant to this paragraph shall be irrevocable. (ef) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (fg) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (bc) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures Aggregate Outstanding Extensions of Credit at any time shall not exceed the aggregate Commitmentstotal Commitments at such time. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) telephone, in the case of a Eurocurrency Competitive Eurodollar Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not ; provided that the Borrower may submit up to (but not more than than) three Competitive Bid Requests may be submitted at the same time on the same day, but a Competitive Bid Request shall not be made within three Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the CompanyBorrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Eurodollar Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the CompanyBorrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.06. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the proposed date of the proposed such Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such the Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that that, if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) in the case of a Eurocurrency Term Benchmark Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not more than three Competitive Bid Requests may be submitted on the same day. Each telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Term Benchmark Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Term Benchmark Competitive Borrowing, not later than 12:00 noon, New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the date of the proposed Competitive Borrowing. Competitive Bids that do not conform to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which may equal the entire principal amount of the Competitive Borrowing requested by the Company) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Term Benchmark Competitive Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid; provided further that in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while Competitive Loans are outstanding, the Available Commitments shall be reduced by the aggregate Exposures at any time shall not exceed the aggregate Commitmentsamount of such Competitive Loans. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) telephone, in the case of a Eurocurrency Competitive BorrowingEurodollar Loan, not later than 10:00 11:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) borrowing and, in the case of a Fixed Rate Borrowingan ABR Loan, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not borrowing; provided that the Borrower may submit up to (but not more than than) three Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the CompanyBorrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02information: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested BorrowingLoan; (ii) the date of such BorrowingLoan, which shall be a Business Day; (iii) whether such Borrowing Loan is to be a Eurocurrency Borrowing Eurodollar Loan or a Fixed Rate BorrowingCompetitive Loan; (iv) the maturity for such Loan, which shall range from 7 days to five years (but not to extend past the Termination Date); and (v) the Interest Period to be applicable to Period, if applicable, for such BorrowingLoan, which shall be a period contemplated by the definition of the term “"Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05". Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Competitive BorrowingEurodollar Loan, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the proposed date of the proposed such Competitive Borrowing Loan, and (ii) in the case of a Fixed Rate Borrowingan ABR Loan, not later than 9:30 a.m., New York City time, on the proposed date of the proposed such Competitive BorrowingLoan. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing Loan requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive BorrowingEurodollar Loan, not later than 11:00 10:30 a.m., New York City time, three Business Days before the proposed date of the proposed Competitive Borrowing Loan, and (ii) in the case of a Fixed Rate Borrowingan ABR Loan, not later than 10:30 a.m., New York City time, on the proposed date of the proposed Competitive BorrowingLoan; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such the Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing Loan specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject In order to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable a Borrower shall notify the Administrative Agent of such request by telephone (i) in the case of a Eurocurrency Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not more than three Competitive Bid Requests may be submitted on the same day. Each telephonic Competitive Bid Request shall be confirmed promptly by hand delivery deliver or telecopy to the Administrative Agent of a written duly completed Competitive Bid Request in a the form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such BorrowingExhibit A-1 hereto, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 12:00 noon, New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the date of the proposed Competitive Borrowing. Competitive Bids that do not conform to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which may equal the entire principal amount of the Competitive Borrowing requested by the Company) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 11:00 a.m., New York City time (or, if the Bid Request is delivered or telecopied to the Administrative Agent in London, 10:00 a.m., London time), three four Business Days days before the date of the a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (A) whether the Borrowing then being requested is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing, (B) the date of such Borrowing (which shall be a Business Day), (C) the aggregate principal amount of such Borrowing, (D) the currency of such Borrowing and (E) the Interest Period with respect thereto (which may not end after the Maturity Date). If no election as to the currency of Borrowing is specified in any Competitive Bid Request, then the applicable Borrower shall be deemed to have requested Borrowings in Dollars. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Lender may, in its sole discretion, make one or more Competitive Bids to a Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Administrative Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurocurrency Competitive Borrowing not later than 11:00 a.m., New York City time (or, if the Competitive Bid is delivered or telecopied to the Administrative Agent in London, 10:00 a.m., London time), three Business days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 11:00 a.m., New York City time, on the date day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Administrative Agent after conferring with, and upon the instruction of, the applicable Borrower, and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (A) the principal amount (which (x) shall be in a minimum principal amount or Assigned Dollar Value of $5,000,000 and (except in the case of Alternative Currency Borrowings) in an integral multiple of $1,000,000, (y) shall be expressed in Dollars or, in the case of an Alternative Currency Borrowing, in both the Alternative Currency and the Assigned Dollar Value thereof and (z) may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Lender is willing to make to the applicable Borrower, (B) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (C) the Interest Period and the last day thereof. If any Lender shall elect not to make a Competitive Bid, such Lender shall so notify the Administrative Agent by telecopier (I) in the case of Eurocurrency Competitive Loans, not later than 11:00 a.m., New York City time (or, if the notice is delivered or telecopied to the Administrative Agent in London, 10:00 a.m., London time), three Business days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 11:00 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall promptly notify the applicable Borrower by telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the applicable Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The applicable Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurocurrency Competitive Borrowing, not later than 11:30 a.m., New York City time (or, if the notice is delivered or telecopied to the Administrative Agent in London, 10:30 a.m., London time), three Business days before a proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than 11:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure of by the applicable Borrower to give such notice shall be deemed to be a rejection of each Competitive Bidall the bids referred to in paragraph (c) above, (ii) the such Borrower shall not accept a Competitive Bid bid made at a particular Competitive Bid Rate if such the Borrower rejects has decided to reject a Competitive Bid bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the such Borrower shall not exceed the aggregate principal amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request and (iv) to less the extent necessary to comply with clause (iii) above, the Borrower may accept amount of all other Competitive Bids at the same accepted with respect to such Competitive Bid Rate in partRequest, which acceptance, in the case of multiple Competitive Bids bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive BidBid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in (x) a minimum principal amount or Assigned Dollar Value of $5,000,000 and (except in the case of Alternative Currency Borrowings) an integral multiple of $1,000,000 or (y) an aggregate principal amount equal to the remaining balance of the available applicable Commitments; provided further further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by which shall be in the discretion of the applicable Borrower. A notice given by the applicable Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, and if so, the in what amount and at what Competitive Bid Rate so accepted)Rate) by telecopy sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the terms and other applicable conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business days after the date of any previous Competitive Bid Request. (g) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid bid directly to the applicable Borrower at least one quarter of an hour earlier than the latest time by at which the other Lenders are required to submit their Competitive Bids bids to the Administrative Agent pursuant to paragraph (b) of above. (h) All notices required by this SectionSection 2.03 shall be given in accordance with Section 10.01.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures at any time shall not exceed the aggregate total Facility Commitments. To request Competitive Bids, the Company or the applicable a Borrower shall notify the Administrative Applicable Agent of such request by telephone telephone, (i) in the case of a Eurocurrency Competitive BorrowingBorrowing denominated in dollars, not later than 10:00 11:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and Borrowing, (ii) in the case of a Fixed Rate BorrowingEurocurrency Borrowing denominated in an Eligible Currency, not later than 12:00 noon3:00 p.m., London time, four Business Days before the date of the proposed Borrowing, (iii) in the case of a Fixed Rate Borrowing denominated in dollars, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing and (iv) in the case of a Fixed Rate Borrowing denominated in an Eligible Currency, not later than 3:00 p.m., London time, four Business Days before the date of the proposed Borrowing. Not ; provided that the Borrowers may submit jointly up to (but not more than than) three Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Applicable Agent of a written Competitive Bid Request in a form approved by the Administrative Applicable Agent and signed by the Companyapplicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”, and the currency of such Borrowing which shall be dollars or an Eligible Currency; and (v) the location and number of the Companyrelevant Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.06; and (vi) in the case of a Borrowing in Yen or a Designated Currency, the location from which payments of the principal and interest on such Borrowing will be made, which will comply with the requirements of Section 2.17. If no currency is specified with respect to any Competitive Bid Request, the relevant Borrower shall be deemed to have selected dollars. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Applicable Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company any Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form reasonably approved by the Administrative Applicable Agent and must be received by the Administrative Applicable Agent by telecopy, (i) in the case of a Eurocurrency Competitive BorrowingBorrowing denominated in dollars, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the proposed date of such Competitive Borrowing, (ii) in the case of a Eurocurrency Competitive Borrowing denominated in an Eligible Currency, not later than 3:00 p.m., London time, three Business Days before the date of the proposed Competitive Borrowing and Borrowing, (iiiii) in the case of a Fixed Rate BorrowingBorrowing denominated in dollars, not later than 9:30 a.m., New York City time, on the proposed date of such Competitive Borrowing and (iv) in the case of a Fixed Rate Borrowing denominated in an Eligible Currency, not later than 3:00 p.m., London time, three Business Days before the date of the proposed Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Applicable Agent may be rejected by the Administrative Applicable Agent, and the Administrative Applicable Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be in an amount that is at least equal to the Borrowing Minimum and an integral multiple equal to the Borrowing Multiple, and which may equal the entire principal amount of the Competitive Borrowing requested by the Companyapplicable Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and ), (iii) the Interest Period applicable to each such Loan and the last day thereofthereof and (iv) the currency of the Competitive Borrowing. (c) The Administrative Applicable Agent shall promptly notify the Company relevant Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable a Borrower may accept or reject any Competitive Bid. The relevant Borrower shall notify the Administrative Applicable Agent by telephone, confirmed by telecopy in a form reasonably approved by the Administrative Applicable Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive BorrowingBorrowing denominated in dollars, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing and Borrowing, (ii) in the case of a Eurocurrency Competitive Borrowing denominated in an Eligible Currency, not later than 4:00 p.m., London time, three Business Days before the date of the proposed Competitive Borrowing, (iii) in the case of a Fixed Rate BorrowingBorrowing denominated in dollars, not later than 10:30 a.m., New York City time, on the proposed date of the Competitive Borrowing and (iv) in the case of a Fixed Rate Borrowing denominated in an Eligible Currency, not later than 4:00 p.m., London time, three Business Days before the date of the proposed Competitive Borrowing; provided that (i) the failure of the such Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the such Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the such Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the such Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of at least the Borrowing Minimum and an integral multiple equal to the Borrowing Multiple; provided further that if a Competitive Loan must be in an amount less than the Borrowing Minimum because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 (or the Dollar Equivalent thereof), and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple in a manner determined by the such Borrower. A notice given by the any Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Applicable Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable relevant Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the total Revolving Credit Exposures plus the aggregate Exposures principal amount of outstanding Competitive Loans at any time shall not exceed the aggregate total Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) telephone, in the case of a Eurocurrency Competitive Eurodollar Borrowing, not later than 10:00 a.m.11: 00 a. m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 12:00 noon10: 00 a. m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not ; provided that the Borrower may submit up to (but not more than than) three Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the CompanyBorrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Eurodollar Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; ” and (v) the location and number of the CompanyBorrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.07. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon9: 30 a. m., New York City time, four three Business Days before the proposed date of the proposed such Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m.9: 30 a. m., New York City time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 a.m.10: 30 a. m., New York City time, three Business Days before the date of the proposed Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m.10: 30 a. m., New York City time, on the proposed date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such the Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Commitment Period any the Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the Total Extensions of Credit plus the aggregate Exposures principal amount of outstanding Competitive Loans at any time shall not exceed the aggregate Total Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) telephone, in the case of a Eurocurrency Competitive BorrowingBorrowing of Eurodollar Loans, not later than 10:00 11:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) and, in the case of a Competitive Borrowing of Fixed Rate BorrowingLoans, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not ; provided that the Borrower may submit up to (but not more than than) three Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form reasonably approved by the Administrative Agent and signed by the CompanyBorrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02information: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Competitive Borrowing; (ii) the date of such Competitive Borrowing, which shall be a Business Day; (iii) whether such Competitive Borrowing is to be a Eurocurrency Competitive Borrowing of Eurodollar Loans or a Competitive Borrowing of Fixed Rate BorrowingLoans; (iv) the Interest Period to be applicable to such Competitive Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the CompanyBorrower’s account to which funds are to be disbursed, which shall comply with ; and (vi) any such other term as the requirements of Section 2.05Borrower may specify. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopythereof, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Competitive BorrowingBorrowing of Eurodollar Loans, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the proposed date of the proposed such Competitive Borrowing Borrowing, and (ii) in the case of a Competitive Borrowing of Fixed Rate BorrowingLoans, not later than 9:30 a.m., New York City time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive BorrowingBorrowing of Eurodollar Loans, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing Borrowing, and (ii) in the case of a Competitive Borrowing of Fixed Rate BorrowingLoans, not later than 10:30 11:00 a.m., New York City time, on the proposed date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such the Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter half of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section. (g) Notwithstanding anything to the contrary contained in Section 2.1(f), the Borrower shall repay the unpaid principal amount of each Competitive Loan on the last day of the Interest Period applicable to such Loan.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period the Company (on its own behalf or on behalf of any Borrower other Borrower) may request Competitive Bids for Competitive Loans in US Dollars and the Company (on its own behalf and on behalf of any other Borrowers) may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that no Competitive Loan may be requested that would result in the aggregate sum of the total Revolving Credit Exposures at any time shall not exceed plus the aggregate total Competitive Loan Exposures exceeding the total Commitments. To request Competitive Bids, the Company (on its own behalf and on behalf of any other Borrowers) shall hand deliver, telecopy or electronically transmit to the applicable Borrower shall notify Advance Agent a duly completed Competitive Bid Request in the Administrative Agent form of such request Exhibit A-1 hereto, to be received by telephone (i) the Advance Agent, in the case of a Eurocurrency Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not more than three Competitive Bid Requests may be submitted on the same day. Each telephonic A Competitive Bid Request that does not conform substantially to Exhibit A-1 may be rejected in the Advance Agent’s sole discretion, and the Advance Agent shall be confirmed promptly notify the Company of such rejection by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Companyelectronic transmission. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.022.2: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the Currency of the requested Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (ivv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and; (vvi) the location and number of the Company’s account of the Company or any other Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.6; and (vii) the applicable Borrower. If no election as to the Currency of a Borrowing is specified in any Competitive Bid Request, then the applicable Borrower shall be deemed to have requested a Borrowing in Dollars. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Advance Agent shall notify the Lenders of the details thereof by telecopytelecopy or electronic transmission, as applicable, in the form of Exhibit A-2 hereto, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company such Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Advance Agent by telecopytelecopy or electronic transmission in the form of Exhibit A-3 hereto, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, three Business Days (four Business Days in the case of a Eurocurrency Borrowing denominated in an Alternative Currency other than Euro, Sterling, Yen or Swiss Franc) before the proposed date of the proposed such Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent format of Exhibit A-3 may be rejected by the Administrative Advance Agent, and the Administrative Advance Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which may equal the entire principal amount of the Competitive Borrowing requested by the Company) of the Competitive Loan or Loans that the Lender is willing to makemake (which, in the case of a Competitive Borrowing denominated in Dollars, shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and, in the case of a Competitive Borrowing denominated in an Alternative Currency, shall be a minimum principal amount the Dollar Equivalent of which is equal to $5,000,000, and which may equal the entire principal amount of the Competitive Borrowing request by such Borrower), (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Advance Agent shall promptly notify the Company such Borrower by telecopy electronic transmission of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable such Borrower may accept or reject any Competitive Bid. The Such Borrower shall notify the Administrative Advance Agent by telephone, confirmed by telecopy or electronic transmission in the form of a form approved by the Administrative AgentCompetitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, three Business Days (four Business Days in the case of a Eurocurrency Borrowing denominated in an Alternative Currency other than Euro, Sterling, Yen or Swiss Franc) before the date of the proposed Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m.2:00 p.m., New York City time, on the proposed date of the proposed Competitive Borrowing; provided that (i) the failure of the such Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the such Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower the Company rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the such Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the such Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is, in the case of a Competitive Borrowing denominated in Dollars, in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000 and, in the case of a Competitive Borrowing denominated in an Alternative Currency, in a minimum principal amount the Dollar Equivalent of which is $5,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 or an amount in an Alternative Currency of which the Dollar Equivalent is less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $5,000,000 or an amount in an Alternative Currency of which the Dollar Equivalent is $5,000,000 or any integral multiple of $1,000,000 thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by which shall be in the discretion of such Borrower. A notice given by the such Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Advance Agent shall promptly notify each bidding Lender by telecopy or electronic transmission, as applicable, whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Advance Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower Company at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Advance Agent pursuant to paragraph (b) of this Section. (g) All notices required by this Section 2.4 shall be given in accordance with Section 8.1.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any period from and including the Effective Date to, but not including, the Revolving Termination Date (as it may be extended), Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that Outstanding Revolving Obligations of all Lenders plus the aggregate Exposures principal amount of outstanding Competitive Loans at any time shall not exceed the aggregate combined Revolving Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) in the case of a Eurocurrency Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and Requisite Time therefor; provided that Borrower may submit up to (iibut not more than) in the case of a Fixed Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not more than three two Competitive Bid Requests may be submitted on the same day, but no Competitive Bid Request or Requests shall be made within five Business Days after the date of any previous Competitive Bid Request or Requests, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the CompanyBorrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02information: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested BorrowingBorrowing (which shall be at least the Minimum Amount therefor); (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Borrowing of Eurodollar Rate Loans or a of Fixed Rate Borrowing;Loans (it being understood and agreed that each Borrowing of Competitive Loans shall be comprised entirely of Eurodollar Rate Loans or Fixed Rate Loans); and (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Competitive BorrowingBorrowing of Eurodollar Rate Loans, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the proposed date of the proposed such Competitive Borrowing Borrowing, and (ii) in the case of a Borrowing of Fixed Rate BorrowingLoans, not later than 9:30 a.m., New York City time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $10,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive BorrowingBorrowing of Eurodollar Rate Loans, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing Borrowing, and (ii) in the case of a Borrowing of Fixed Rate BorrowingLoans, not later than 10:30 a.m., New York City time, on the proposed date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower Competitive Bid RateRate with respect to the same Competitive Bid Request, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Revolving Credit Period any Borrower the Company may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures principal amount of outstanding Loans at any time shall not exceed the aggregate total Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) telephone, in the case of a Eurocurrency Competitive BorrowingEurodollar borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) borrowing, and, in the case of a Fixed an Absolute Rate Borrowingborrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not borrowing; provided that the Company may submit up to (but not more than than) three Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02information: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowingborrowing; (ii) the date of such Borrowingborrowing, which shall be a Business Day; (iii) whether such Borrowing borrowing is to be a Eurocurrency Borrowing Eurodollar borrowing or a Fixed Absolute Rate Borrowing;borrowing; and (iv) the Interest Period to be applicable to such Borrowingborrowing, which shall be a period contemplated by the definition of the term “"Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05". Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Competitive BorrowingEurodollar borrowing, not later than 12:00 noon10:00 a.m., New York City time, four three Business Days before the proposed date of the proposed Competitive Borrowing such borrowing, and (ii) in the case of a Fixed an Absolute Rate Borrowingborrowing, not later than 9:30 10:00 a.m., New York City time, on the proposed date of the proposed Competitive Borrowingsuch borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing borrowing requested by the Company) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower Company may accept or reject any Competitive Bid. The Borrower Company shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive BorrowingEurodollar borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing Borrowing, and (ii) in the case of a Fixed an Absolute Rate Borrowingborrowing, not later than 10:30 11:00 a.m., New York City time, on the proposed date of the proposed Competitive Borrowingborrowing; provided that (i) the failure of the Borrower Company to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower Company shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower the Company rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower Company shall not exceed the aggregate amount of the requested Competitive Borrowing borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower Company may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the BorrowerCompany. A notice given by the Borrower Company pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy telephone (to be followed by telecopy) whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower Company at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph subsection (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the total Revolving Credit Exposures plus the aggregate Exposures principal amount of outstanding Competitive Loans at any time shall not exceed the aggregate total Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) telephone, in the case of a Eurocurrency Competitive Eurodollar Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not ; provided that the Borrower may submit up to (but not more than than) three Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the CompanyBorrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Eurodollar Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the CompanyBorrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.06. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the proposed date of the proposed such Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such the Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the total Revolving Credit Exposures plus the aggregate Exposures principal amount of outstanding Competitive Loans at any time shall not exceed the aggregate total Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) telephone, in the case of a Eurocurrency Competitive Eurodollar Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not ; provided that the Borrower may submit up to (but not more than three than) five Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy Telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the CompanyBorrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Eurodollar Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the CompanyBorrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.07. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopyTelecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopyTelecopy, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon10:00 a.m., New York City time, four three Business Days before the proposed date of the proposed such Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 10:00 a.m., New York City time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company Borrower by telecopy Telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative AgentTelecopy, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 11:00 a.m., New York City time, on the proposed date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such the Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy Telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Revolving Availability Period any the Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that (x) the sum of the aggregate Revolving Exposures (other than the Viacom LC Exposures) plus the aggregate Competitive Loan Exposures shall not at any time shall not exceed (y) the aggregate CommitmentsRevolving Commitments minus the aggregate Viacom Reserve Amount. While Competitive Loans are outstanding, availability under the Revolving Commitment shall be reduced by the aggregate amount of such outstanding Competitive Loans. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (ia) in the case of a Eurocurrency Competitive Eurodollar Borrowing, not later than 10:00 11:00 a.m., New York City time, four three Business Days before the date of the proposed Competitive Borrowing and or (iib) in the case of a Fixed Rate Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not ; provided that the Borrower may submit up to (but not more than three than) two Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a substantially the form attached hereto as Exhibit F (or any other form approved by the Administrative Agent Agent) and signed by the CompanyBorrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Fixed Rate Borrowing or a Fixed Rate Eurodollar Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and; (v) the location and number of the CompanyBorrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.07; (vi) whether such Borrowing may be prepaid and if so on what terms; and (vii) the date interest payments will be made with respect to such Borrowing if different than the times set forth in the definition of Interest Payment Date. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a substantially the form attached hereto as Exhibit G (or any other form approved by the Administrative Agent Agent) and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four two Business Days before the proposed date of the proposed such Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate an ABR Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent attached hereto as Exhibit G may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to make, make and (ii) the Competitive Bid Rate or Competitive Bid Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof). (c) The Administrative Agent shall promptly notify the Company Borrower by telecopy of the Competitive Bid Rate Rates and the principal amount specified in each Competitive Bid and the identity of the each Lender that shall have made such Competitive BidBids. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agenttelecopy, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, two Business Days before the date of the proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 11:00 a.m., New York City time, three Business Days before on the proposed date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such the Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further provided, further, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been acceptedaccepted in accordance with Section 2.07. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject In order to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bidsa CAF Advance, the Company or the applicable Borrower shall notify deliver to the Administrative Agent a written notice in the form of such request Exhibit E, attached hereto (a “Competitive Bid Request”), to be received by telephone the Administrative Agent (i) in the case of a Eurocurrency Competitive Borrowingeach CAF Eurodollar Rate Advance, not later than 10:00 a.m., 3:00 P.M. (New York City time), four (4) Business Days before the date of the proposed Competitive Borrowing Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of a each Fixed Rate BorrowingAdvance, not later than 12:00 noon, 11:00 A.M. (New York City time), one (1) Business Day before the date of the proposed Competitive Borrowing. Not more than three Competitive Bid Requests may be submitted on the same dayBorrowing Date specified for such Fixed Rate Advance. Each telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy in each case refer to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent this Agreement and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of Borrowing of such Borrowing, CAF Advances (which shall be a Business Day; ), (ii) the aggregate principal amount thereof, (iii) whether such Borrowing is the CAF Advances then being requested are to be a Eurocurrency Borrowing CAF Eurodollar Rate Advances or a Fixed Rate Borrowing; Advances, (iv) the Interest Period maturity date for each CAF Advance requested to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and made and (v) the location and number interest payment dates for each CAF Advance requested to be made. The Administrative Agent shall promptly notify each Lender by telex or facsimile transmission of the Company’s account to which funds are to be disbursed, which shall comply with the requirements contents of Section 2.05. Promptly following receipt of a each Competitive Bid Request received by it. Each Competitive Bid Request may solicit bids for CAF Advances in accordance with this Section, an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and for not more than three alternative maturity dates for such CAF Advances. The maturity date for each CAF Advance shall be not less than 15 days nor more than 180 days after the Administrative Agent applicable date of CAF Borrowing (and in any event shall notify not extend beyond the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive BidsTermination Date). (b) Each Lender may (but shall not have any obligation to) may, in its sole discretion, irrevocably offer to make one or more Competitive Bids CAF Advances to the Company in response Borrower responsive to a each Competitive Bid RequestRequest from the Borrower. Each Competitive Bid Any such irrevocable offer by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopyAgent, in the form of Exhibit F hereto (a “Competitive Bid”), (i) in the case of a Eurocurrency Competitive Borrowingeach CAF Eurodollar Rate Advance, not later than 12:00 noon, 10:30 A.M. (New York City time), four three (3) Business Days before the date of the proposed Competitive Borrowing Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of a each Fixed Rate BorrowingAdvance, not later than 9:30 a.m., A.M. (New York City time, ) on the date of the proposed Competitive BorrowingBorrowing Date specified for such Fixed Rate Advance. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent format of Exhibit F may be rejected by the Administrative AgentAgent after conferring with, and upon the instruction of, the Borrower, and the Administrative Agent shall notify the applicable Lender of such rejection as promptly soon as practicable. Each Competitive Bid shall specify refer to this Agreement and (i) specify the maximum principal amount of CAF Advances for each maturity date (which shall be in an aggregate principal amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and which may equal, but not exceed, the principal amount (which may equal requested for such maturity date by the entire Borrower) and the aggregate maximum principal amount of the Competitive Borrowing requested by the CompanyCAF Advances for all maturity dates (which amount, with respect to any Lender, may exceed such Lender’s Commitment) of the Competitive Loan or Loans that the Lender is willing to makemake to the Borrower, and (ii) specify the Competitive Bid CAF Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereofCAF Advance. A Competitive Bid submitted by a Lender pursuant to this Section 2.06(b) shall be irrevocable absent manifest error. (c) The Administrative Agent shall promptly (i) in the case of each CAF Eurodollar Rate Advance, not later than 11:00 A.M. (New York City time) three (3) Business Days before the Borrowing Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of each Fixed Rate Advance, not later than 10:00 A.M. (New York City time) on the Borrowing Date specified for such Fixed Rate Advance, notify the Company by telecopy Borrower in writing of all the Competitive Bid Rate Bids made (arranging each such bid in ascending interest rate order), and the CAF Rate or Rates and the maximum principal amount specified of each CAF Advance in each respect of which a Competitive Bid was made, and the identity of the Lender that made each bid. The Administrative Agent shall have made such send a copy of all Competitive BidBids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.06. (d) Subject The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraphSection 2.06(d), the applicable Borrower may accept or reject any Competitive BidBid referred to in Section 2.06(c); provided, however, that the aggregate amount of the Competitive Bids for CAF Advances so accepted by the Borrower may not exceed the lesser of (i) the principal amount of the applicable CAF Borrowing requested by the Borrower in respect thereof and (ii) the amount of the Commitments less the Total Aggregate Outstanding Extensions of Credit then outstanding, after giving effect to the application of the proceeds of such respective CAF Borrowing on the Borrowing Date therefor. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, writing whether and to what extent it has decided to accept or reject each any or all of the bids referred to in Section 2.06(c) by delivering to the Administrative Agent a written notice in the form of Exhibit G hereto (a “Competitive BidBid Confirmation”), (i) in the case of a Eurocurrency Competitive Borrowingeach CAF Eurodollar Rate Advance, not later than 11:00 a.m., 1:00 P.M. (New York City time), three (3) Business Days before the date of the proposed Competitive Borrowing Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of a each Fixed Rate BorrowingAdvance, not later than 10:30 a.m., 11:00 A.M. (New York City time, ) on the Borrowing Date specified for such Fixed Rate Advance, which Competitive Bid Confirmation shall specify the principal amount of CAF Advances for each relevant maturity date to be made by each such bidding Lender (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Bid of such Lender, and for all maturity dates included in such Competitive Bid in respect thereof shall be equal to or less than the proposed aggregate maximum amount specified in such Competitive BorrowingBid for all such maturity dates); provided provided, however, that (iA) the failure of by the Borrower to give such notice so deliver a Competitive Bid Confirmation by the specified time shall be deemed to be a rejection of each all the bids referred to in Section 2.06(c) for the related Competitive Bid, Bid Request; (iiB) the Borrower shall not accept a Competitive Bid bid made at a particular Competitive Bid CAF Rate for a particular maturity if such the Borrower rejects has decided to reject a Competitive Bid bid made at a lower Competitive Bid Rate, CAF Rate for such maturity; (iiiC) the aggregate amount of the Competitive Bids accepted by if the Borrower shall not exceed accept bids made at a particular CAF Rate for a particular maturity but shall be restricted by other conditions hereof from borrowing the aggregate maximum principal amount of CAF Advances in respect of which bids at such CAF Rate have been made, then the requested Competitive Borrowing specified Borrower shall accept a pro rata portion of each bid made at such CAF Rate based as nearly as possible on the respective maximum principal amounts of CAF Advances offered to be made by the relevant Lenders pursuant to such bids; and (D) no bid shall be accepted for a CAF Advance by any Lender unless such CAF Advance is in an aggregate principal amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Notwithstanding the related foregoing, if it is necessary for the Borrower to accept a pro rata allocation of the bids made in response to a Competitive Bid Request and (iv) whether pursuant to the extent necessary to comply with events specified in clause (iiiC) above or otherwise) and the available principal amount of CAF Advances to be allocated among the Lenders is not sufficient to enable CAF Advances to be allocated to each Lender in an aggregate principal amount not less than $5,000,000 or in integral multiples of $1,000,000 in excess thereof, then the Borrower shall, subject to clause (D) above, select the Borrower may accept Competitive Bids at Lenders to be allocated such CAF Advances and shall round allocations up or down to the same Competitive Bid Rate in part, which acceptance, in next higher or lower multiple of $1,000,000 as it shall deem appropriate; provided that the case of multiple Competitive Bids at allocations among the Lenders to be allocated such Competitive Bid Rate, CAF Advances shall be made pro rata in accordance with based as nearly as possible on the amount respective maximum principal amounts of each CAF Advances offered to be made by such Competitive Bid; provided further that in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Lenders. The Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple in a manner determined by the Borrower. A notice Confirmation given by the Borrower pursuant to this paragraph Section 2.06(d) shall be irrevocable. (e) The Upon receipt from the Administrative Agent of the Eurodollar Rate applicable to any CAF Eurodollar Rate Advance to be made by any Lender pursuant to a Competitive Bid that has been accepted by the Borrower pursuant to this Section 2.06, the Administrative Agent shall promptly notify each bidding such Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, of the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been acceptedapplicable Eurodollar Rate. (f) If the Administrative Agent or one of its Affiliates shall at any time elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid bid directly to the applicable Borrower at least one quarter by (i) in the case of an hour earlier a CAF Eurodollar Rate Advance, not later than 10:15 A.M. (New York City time), and (ii) in the time by case of a Fixed Rate Advance, not later than 9:15 A.M. (New York City time), in each case, on the Business Day on which the other Lenders are required to submit their Competitive Bids bids to the Administrative Agent pursuant to paragraph Section 2.06(b) above. (bg) If the Borrower accepts pursuant to Section 2.06(d) one or more of the offers made by any Lender or Lenders, the Administrative Agent shall promptly notify each Lender that has made such an offer of the aggregate amount of such CAF Advances to be made on the Borrowing Date for each maturity date and of the acceptance or rejection of any offers to make such CAF Advances made by such Lender. Each Lender that is to make a CAF Advance shall, before 12:00 Noon (New York City time) on the Borrowing Date specified in the Competitive Bid Request applicable thereto, make available to the Administrative Agent at its office set forth in Section 8.02 the amount of CAF Advances to be made by such Lender, in immediately available funds. The Administrative Agent shall, no later than 1:00 P.M. (New York City time) on such Borrowing Date, make such funds available to the Borrower at the Borrower’s account as shall be designated by it to the Administrative Agent from time to time. As soon as practicable after each Borrowing Date, the Administrative Agent shall notify each Lender of the aggregate amount of CAF Advances advanced on such Borrowing Date and the respective maturity dates thereof. (h) The Borrower shall repay to the Administrative Agent for the account of each Lender that has made a CAF Advance (or the Eligible Assignee in respect thereof, as the case may be) on the maturity date of each CAF Advance (such maturity date being that specified by the Borrower for repayment of such CAF Advance in the related Competitive Bid Request) the then unpaid principal amount of such CAF Advance. The Borrower shall not, without the consent of the relevant Lender, have the right to prepay, at its option, any principal amount of any CAF Advance. All notices required by this SectionSection 2.06 shall be made in accordance with Section 8.02 hereof; provided, however, that each request or notice required to be made under Section 2.06(a) or 2.05(d) by the Borrower may be made by the giving of telephone notice to the Administrative Agent that is promptly confirmed by delivery of a notice in writing (complying in all material respects with the form of Exhibit B or Exhibit E, as the case may be) to the Administrative Agent.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during from and after the Availability Period any Closing Date and until the earlier of the Revolving Credit Maturity Date and the termination of the Domestic Revolving Credit Commitments in accordance with the terms hereof, the U.S. Borrower may request Competitive Bids for Competitive Loans in US Dollars and the U.S. Borrower may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that (i) the aggregate Aggregate Competitive Loan Exposures at any time shall not exceed 50% of the Total Domestic Revolving Credit Commitment and (ii) the sum of the Aggregate Domestic Revolving Credit Exposures plus the Aggregate Competitive Loan Exposures shall not exceed the aggregate CommitmentsTotal Domestic Revolving Credit Commitment. To request Competitive Bids, the Company or the applicable U.S. Borrower shall notify deliver in writing to the Administrative Advance Agent of such request a duly completed Competitive Bid Request, to be received by telephone (i) in the case of a Eurocurrency Competitive BorrowingAdvance Agent, not later than 10:00 a.m., New York City time, four five Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not more than three Competitive Bid Requests may be submitted on the same day. Each telephonic A Competitive Bid Request shall that does not conform substantially to Exhibit J-1 may be confirmed promptly by hand delivery or telecopy to rejected in the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the CompanyAdvance Agent’s sole discretion. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i1) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Competitive Borrowing; (ii2) the date of such Competitive Borrowing, which shall be a Business Day; (iii3) whether such Competitive Borrowing is to be a Eurocurrency Competitive Borrowing or a Fixed Flat Rate Competitive Borrowing; (iv4) the Interest Period to be applicable to such Competitive Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v5) the location and number of the Company’s account of the U.S. Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Advance Agent shall notify deliver to the Domestic Revolving Credit Lenders a Notice of the details thereof by telecopyCompetitive Bid Request, inviting the Domestic Revolving Credit Lenders to submit Competitive Bids. (b) Each Domestic Revolving Credit Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company U.S. Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Domestic Revolving Credit Lender must be received in a form approved writing by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 12:00 noon, New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate BorrowingAdvance Agent, not later than 9:30 a.m., New York City time, on four Business Days before the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent format of Exhibit J-3 may be rejected by the Administrative Advance Agent, and the Administrative Advance Agent shall notify the applicable Domestic Revolving Credit Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount of the Competitive Loan or Loans that the Domestic Revolving Credit Lender is willing to make (which shall be a minimum of the Borrowing Minimum and an integral multiple of the Borrowing Multiple, and which may equal the entire principal amount of the Competitive Borrowing requested Bid Request by the Company) of the Competitive Loan or Loans that the Lender is willing to makeU.S. Borrower), (ii) the Competitive Bid Rate or Rates at which the Domestic Revolving Credit Lender is prepared to make such Competitive Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Competitive Loan and the last day thereofthereof (which shall be a period contemplated by the definition of the term “Interest Period”). (c) The Administrative Advance Agent shall promptly notify the Company U.S. Borrower by telecopy fax of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Domestic Revolving Credit Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable U.S. Borrower may accept or reject any Competitive Bid. The U.S. Borrower shall notify the Administrative Advance Agent by telephone, confirmed by telecopy fax in the form of a form approved by the Administrative AgentCompetitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the date of the proposed Competitive Borrowing; provided that (i) the failure of the U.S. Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the U.S. Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such the U.S. Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the such Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and (iv) to the extent necessary to comply with clause (iii) above, the U.S. Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid; , provided further that no Competitive Loan may be in calculating an amount less than the Borrowing Minimum and amounts subject to pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple in a manner determined by which shall be in the discretion of the U.S. Borrower. A notice given by the U.S. Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Advance Agent shall promptly notify each bidding Domestic Revolving Credit Lender by telecopy fax whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Advance Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Domestic Revolving Credit Lender, it shall submit such Competitive Bid directly to the applicable U.S. Borrower at least one quarter of an hour earlier than the time by which the other Domestic Revolving Credit Lenders are required to submit their Competitive Bids to the Administrative Advance Agent pursuant to paragraph (b) of this SectionSection 2.27(b).

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower Commitment Period, Kimco may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive LoansLoans denominated in Dollars in an aggregate principal amount outstanding at any time not to exceed fifty percent (50%) of the aggregate Revolving Commitments; provided that after giving effect thereto the sum of the total Revolving Exposure of all the Lenders plus the aggregate Exposures at any time principal amount of outstanding Competitive Loans shall not exceed the aggregate total Revolving Commitments. Competitive Loans shall not be available in any Alternate Currency. To request Competitive Bids, the Company or the applicable Borrower Kimco shall notify the Administrative Agent of such request by telephone (ix) in the case of a borrowing of Competitive Loans based on a Eurocurrency Competitive BorrowingRate, not later than 11:00 a.m., New York City time, four (4) Business Days before the date of the proposed borrowing, and (y) in the case of a borrowing of Fixed Rate Loans, not later than 10:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and one (ii1) in the case of a Fixed Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not borrowing; provided that Kimco may submit up to (but not more than than) three (3) Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within two (2) Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the CompanyKimco. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02information: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing, which shall be in Dollars; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be based on a Eurocurrency Borrowing Rate or at a Fixed Rate BorrowingRate; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; (v) the date of maturity of such Borrowing; and (vvi) the location and number of the CompanyKimco’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.2(d). Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company Kimco in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, telecopy (ix) in the case of a borrowing of a Competitive Loan at a rate based on the Eurocurrency Competitive BorrowingRate, not later than 12:00 noon9:30 a.m., New York City time, four three (3) Business Days before the proposed date of the proposed Competitive Borrowing such borrowing, and (iiy) in the case of a borrowing of a Fixed Rate BorrowingLoan, not later than 9:30 a.m., New York City time, on the proposed date of the proposed Competitive Borrowingsuch borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the borrowing of a Competitive Borrowing Loan requested by the CompanyKimco) of the Competitive Loan or Loans that the applicable Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the such Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company Kimco by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower Kimco may accept or reject any Competitive Bid. The Borrower Kimco shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, Bid (ix) in the case of a Competitive Loan based on a Eurocurrency Competitive BorrowingRate, not later than 11:00 10:30 a.m., New York City time, three (3) Business Days before the date of the proposed Competitive Borrowing borrowing, and (iiy) in the case of a Fixed Rate BorrowingLoan, not later than 10:30 a.m., New York City time, on the proposed date of the proposed Competitive Borrowingborrowing; provided that (i) the failure of the Borrower Kimco to give any such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower Kimco shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower Kimco rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower Kimco shall not exceed the aggregate amount of the requested borrowing for Competitive Borrowing Loans specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower Kimco may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further provided, further, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the BorrowerKimco. A notice given by the Borrower Kimco pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the entity which is the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower Kimco at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the total Revolving Credit Exposures plus the aggregate Exposures principal amount of outstanding Competitive Loans at any time shall not exceed the aggregate Total Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Paying Agent of such request by telephone (i) telephone, in the case of a Eurocurrency Competitive Eurodollar Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not ; provided that the Borrower may submit up to (but not more than than) three Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Paying Agent of a written Competitive Bid Request in a form approved by the Administrative Paying Agent and signed by the CompanyBorrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Eurodollar Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “"Interest Period”"; and (v) the location and number of the Company’s Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.07. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Paying Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more irrevocable Competitive Bids to the Company Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Paying Agent and must be received by the Administrative Paying Agent by telecopy, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the proposed date of the proposed such Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Paying Agent may be rejected by the Administrative Paying Agent, and the Administrative Paying Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Paying Agent shall promptly notify the Company Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid, in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, three Business Days before the proposed date of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, on the proposed date of such Competitive Borrowing. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Paying Agent by telephone, confirmed by telecopy in a form approved by the Administrative Paying Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such the Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Paying Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Paying Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Paying Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the total Credit Exposures plus the aggregate Exposures principal amount of outstanding Competitive Loans at any time shall not exceed the aggregate total Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Managing Administrative Agent of such request by telephone (i) telephone, in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 10:00 a.m.12:00 noon, New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not ; provided that the Borrower may submit up to (but not more than than) three Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Managing Administrative Agent of a written Competitive Bid Request in a form approved by the Managing Administrative Agent and signed by the CompanyBorrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Eurodollar Competitive Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “"Interest Period”"; and (v) the location and number of the Company’s Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids2.06. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 12:00 noon, New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the date of the proposed Competitive Borrowing. Competitive Bids that do not conform to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which may equal the entire principal amount of the Competitive Borrowing requested by the Company) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid; provided further that in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) in the case of a Eurocurrency Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not more than three Competitive Bid Requests may be submitted on the same day. Each telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.07. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 12:00 noon, New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the date of the proposed Competitive Borrowing. Competitive Bids that do not conform to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which may equal the entire principal amount of the Competitive Borrowing requested by the Company) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid; provided further that in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable Borrower The Agent shall notify the Administrative Agent Lenders of such request by telephone (i) in the case of a Eurocurrency Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not more than three Competitive Bid Requests may be submitted on the same day. Each telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. Promptly following its receipt of a Competitive Bid Request in accordance with this Sectionby 12:00 noon, Pittsburgh, Pennsylvania, time, on the Administrative Agent shall notify the Lenders date of receipt of the details applicable Competitive Bid Request and the contents thereof by telecopy, inviting and invite the Lenders to submit Competitive Bids. (b) Bids in response thereto pursuant to the form of the Invitation for Competitive Bid Quotes attached hereto in the form of Exhibit H. Each Lender may may, in its sole discretion, make up to two (but shall not have any obligation to2) make one or more Competitive Bids to the Company Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a the form approved by of the Administrative Agent Competitive Bid Quote attached hereto in the form of Exhibit I and must be received by the Administrative Agent by telecopynot earlier than 9:00 a.m., (i) in the case of a Eurocurrency Competitive BorrowingPittsburgh, not later than 12:00 noonPennsylvania, New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City Pittsburgh, Pennsylvania, time, three (3) Business Days prior to the proposed date of the requested Competitive Bid Loan; provided, however, that should the Agent, in its capacity as a Lender, desire to submit a Competitive Bid, it shall notify the Borrower of its Competitive Bid and the terms thereof not later than 8:30 a.m., Pittsburgh, Pennsylvania, time, on the day specified for submitting Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit up to two (2) Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (A) the particular Competitive Bid Request as to which the Competitive Bid is submitted and the proposed date of the proposed Competitive Borrowing. Competitive Bids that do not conform to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each such Competitive Bid shall specify Loan, (iB) the principal amount (which may equal shall be not less than $5,000,000 and integral multiples of $100,000 in excess thereof or greater than the entire principal amount of the Competitive Borrowing requested by the CompanyBid Loan requested) of the requested Competitive Bid Loan or Loans that as to which the Lender is willing to make, (iiC) the Eurodollar Bid Margin offered and the Interest Period applicable thereto. Subject to Sections 3.1 and 3.5, a Competitive Bid Rate or Rates at which submitted by a Lender in accordance with the Lender provisions hereof shall be irrevocable. Any Competitive Bid shall be disregarded if it (1) is prepared to make such Loan or Loans received after the applicable time specified above, (expressed as a percentage rate per annum 2) is not substantially in the form of a decimal Competitive Bid as specified herein, (3) contains qualifying, conditional or similar language, (4) proposes terms other than or in addition to no more those set forth in the applicable Competitive Bid Request, or (5) is otherwise not responsive to such Competitive Bid Request. Any Lender may correct a Competitive Bid containing a manifest error by submitting a corrected Competitive Bid (identified as such) not later than four decimal places) and (iii) the Interest Period applicable to each time requested for submission of Competitive Bids. Any such Loan and the last day thereof. (c) The Administrative Agent submission of a corrected Competitive Bid shall promptly notify the Company by telecopy constitute a revocation of the Competitive Bid Rate and that contained the principal amount specified manifest error. The Agent may, but shall not be required to, notify any Lender of any manifest error it detects in each Competitive Bid and the identity of the Lender that shall have made such Lender's Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid; provided further that in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject In order to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of such request Exhibit A-1 hereto, to be received by telephone the Agent (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before the date of the a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the a proposed Competitive Borrowing. Not more than three No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Requests may be submitted on the same dayRequest. Each telephonic A Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy that does not conform substantially to the Administrative format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) as soon as practicable notify the Borrower requesting of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Competitive Bid and the aggregate amount of the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing; , (iiy) the date of such Borrowing, Borrowing (which shall be a Business Day; ) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (ivz) the Interest Period to be applicable to such Borrowing, with respect thereto (which shall be a period contemplated by may not end after the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05Maturity Date). Promptly following As soon as practicable after its receipt of a Competitive Bid Request in accordance with this Sectionthat is not rejected as aforesaid, the Administrative Agent shall notify invite by telecopier (in the Lenders form set forth in Exhibit A-2 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the details thereof by telecopy, inviting the Lenders to submit Competitive BidsBid Request. (b) Each Lender may (but shall not have any obligation to) Bank may, in its sole discretion, make one or more Competitive Bids to the Company in response Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and Bank must be received by the Administrative Agent by telecopyvia telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the date of the a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the date day of the a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent format of Exhibit A-3 may be rejected by the Administrative AgentAgent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Administrative Agent shall notify the applicable Lender Bank making such nonconforming bid of such rejection as promptly soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (ix) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender Bank is willing to makemake to the Borrower, (iiy) the Competitive Bid Rate or Rates at which the Lender Bank is prepared to make such the Competitive Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iiiz) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent . If any Bank shall promptly notify the Company by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only elect not to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in make a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, such Bank shall so notify the Agent via telecopier (iI) in the case of a Eurocurrency Eurodollar Competitive BorrowingLoans, not later than 11:00 9:30 a.m., New York City time, three Business Days before the date of the a proposed Competitive Borrowing Borrowing, and (iiII) in the case of a Fixed Rate BorrowingLoans, not later than 10:30 9:30 a.m., New York City time, on the date day of the a proposed Competitive Borrowing; provided provided, however, that (i) the failure of the Borrower by any Bank to give such notice shall be deemed not cause such Bank to be a rejection obligated to make any Competitive Loan as part of each such Competitive Bid, (ii) the Borrower shall not accept a Borrowing. A Competitive Bid made at submitted by a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid; provided further that in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple in a manner determined by the Borrower. A notice given by the Borrower Bank pursuant to this paragraph (b) shall be irrevocable. (ec) The Administrative Agent shall promptly as soon as practicable notify each bidding Lender the Borrower by telecopy whether or telecopier (i) in the case of Eurodollar Competitive Loans, not its later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Bid has been accepted Borrowing, and (andii) in the case of Fixed Rate Loans, if sonot later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the amount and Competitive Bid Rate so accepted), and the principal amount of each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as was made and the identity of the Bank that made each bid. The Agent shall send a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter copy of an hour earlier than the time by which the other Lenders are required to submit their all Competitive Bids to the Administrative Agent pursuant to paragraph (b) Borrower for its records as soon as practicable after completion of the bidding process set forth in this SectionSection 2.03.

Competitive Bid Procedure. (a) Subject In order to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify hand deliver or telecopy to the Administrative Servicing Agent a duly completed Competitive Bid Request in the form of such request Exhibit C-1, to be received by telephone the Servicing Agent (i) in the case of a Eurocurrency LIBOR Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before the date of the a proposed LIBOR Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the a proposed Competitive Borrowing. Not more than three No ABR Borrowing or LIBOR Revolving Borrowing shall be requested in, or made pursuant to, a Competitive Bid Requests may be submitted on the same dayRequest. Each telephonic A Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy that does not conform substantially to the Administrative format of Exhibit C-1 may be rejected in the Servicing Agent's sole discretion, and the Servicing Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) promptly notify the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowingrejection by telecopier. Such request shall in each case refer to this Agreement and specify, which shall be a Business Day; (iiix) whether such Borrowing is to be a Eurocurrency LIBOR Competitive Borrowing or a Fixed Rate Borrowing; , (ivy) the Interest Period to be applicable to date of such Borrowing, Borrowing (which shall be a period contemplated by Business Day) and the definition of the term “Interest Period”; and aggregate principal amount thereof (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements third sentence of Section 2.052.02(a)) and (z) the Interest Period with respect thereto -------- (which may not end after the Revolving Maturity Date). Promptly following after its receipt of a Competitive Bid Request in accordance with this Sectionthat is not rejected as aforesaid, the Administrative Servicing Agent shall notify invite by telecopier (in the Lenders of form set forth in Exhibit C- 2) the details thereof by telecopy, inviting the Revolving Lenders to submit bid, on the terms and conditions of this Agreement, to make Competitive BidsLoans pursuant to such Competitive Bid Request. (b) Each Revolving Lender may (but shall not have any obligation to) may, in its sole discretion, make one or more Competitive Bids to the Company in response Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Revolving Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Servicing Agent by telecopytelecopier, in the form of Exhibit C-3, (i) in the case of a Eurocurrency LIBOR Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the date of the a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the date day of the a proposed Competitive Borrowing. Multiple bids will be accepted by the Servicing Agent. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent format of Exhibit C-3 may be rejected by the Administrative AgentServicing Agent after conferring with, and upon the instruction of, the Borrower, and the Administrative Servicing Agent shall notify the applicable Revolving Lender making such nonconforming bid of such rejection as promptly soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (ix) the principal amount (which shall be in a minimum principal amount of $5,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Revolving Lender is willing to makemake to the Borrower, (iiy) the Competitive Bid Rate or Rates at which the such Revolving Lender is prepared to make such the Competitive Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iiiz) the Interest Period applicable to each such Loan and the last day thereof. A Competitive Bid submitted by a Revolving Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Servicing Agent shall promptly notify the Company Borrower by telecopy telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount specified in of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Revolving Lender that made each bid. The Servicing Agent shall have made such send a copy of all Competitive Bid.Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. ---- (d) Subject The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraphparagraph (d), the applicable Borrower may accept or reject any Competitive BidBid referred to in paragraph (c) above. The Borrower shall notify the Administrative Servicing Agent by telephone, confirmed by telecopy telecopier in the form of a Competitive Bid Accept/Reject Letter in the form approved by the Administrative Agentof Exhibit C-4, whether and to what extent it has decided to accept or reject each Competitive Bidany of or all the bids referred to in paragraph (c) above, (ix) in the case of a Eurocurrency LIBOR Competitive Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the a proposed Competitive Borrowing and (iiy) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the date day of the a proposed Competitive Borrowing; provided provided, however, that (i) the failure of by the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bidall the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a Competitive Bid bid made at a particular Competitive Bid Rate if such Borrower rejects a with respect to any Competitive Bid Request if the Borrower has decided to reject a bid made at a lower Competitive Bid RateRate with respect to such Competitive Bid Request, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate principal amount of the requested Competitive Borrowing specified in the related such Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same a single Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive BidBid and (v) no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000; provided further that further, however, that, if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by which shall be in the discretion of the Borrower. A notice given by the Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Servicing Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the in what amount and at what Competitive Bid Rate so accepted)Rate) by telecopier sent by the Servicing Agent, and each successful bidder will thereupon become bound, subject to the terms and other applicable conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid bid has been accepted. (f) The Borrower may submit Competitive Bid Requests for more than one Type of Loan or for more than one Interest Period at the same time on any day, but no Competitive Bid Request shall be made within five Business Days after any date on which one or more Competitive Bid Requests have previously been submitted. (g) If the Administrative Servicing Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Revolving Lender, it shall submit such Competitive Bid bid directly to the applicable Borrower at least one one-quarter of an hour earlier than the latest time by at which the other Revolving Lenders are required to submit their Competitive Bids bids to the Administrative Servicing Agent pursuant to paragraph (b) of above. (h) All notices required by this Section.Section 2.03 shall be given in accordance with Section 9.01. ----

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower The Company may request the Revolving Lenders to make Competitive Bids for in respect of an aggregate amount of Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures Borrowings at any time shall outstanding not exceed in excess of (i) the Total Revolving Commitment in effect at such time less (ii) the aggregate CommitmentsCommitted Borrowings outstanding at such time. To In order to request Competitive Bids, the Company shall hand deliver or the applicable Borrower shall notify telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of such request Exhibit A-1 hereto, to be received by telephone the Administrative Agent (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City Charlotte, North Carolina time, four Business Days before the date of the a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City Charlotte, North Carolina time, one Business Day before the date of the a proposed Competitive Borrowing. Not more than three No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Requests may be submitted on the same dayRequest. Each telephonic A Competitive Bid Request shall that does not conform substantially to the format of Exhibit A-1 may be confirmed promptly by hand delivery or telecopy to rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Company of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a written Competitive Bid Request in Eurodollar Borrowing or a form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: Fixed Rate Borrowing, (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (iiy) the date of such Borrowing, Borrowing (which shall be a Business Day; ) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in integral multiples thereof, and (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (ivz) the Interest Period with respect thereto (which may not end after the Maturity Date (as such date may have been extended pursuant to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.10)). Promptly following after its receipt of a Competitive Bid Request in accordance with this Sectionthat is not rejected as aforesaid, the Administrative Agent shall notify invite by telecopier (in the Lenders of form set forth in Exhibit A-2 hereto) the details thereof by telecopy, inviting the Revolving Lenders to submit bid, on the terms and conditions of this Agreement, to make Competitive BidsLoans pursuant to the Competitive Bid Request. (b) Each Revolving Lender may (but shall not have any obligation to) may, in its sole discretion, make one or more Competitive Bids to the Company responsive to any Competitive Bid Request; provided, however, that no Revolving Lender may make a Competitive Bid in response to a any Competitive Bid RequestRequest for which the Interest Period requested would end after the Maturity Date with respect to such Revolving Lender. Each Competitive Bid by a Revolving Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopyvia telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City Charlotte, North Carolina time, four three Business Days before the date of the a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City Charlotte, North Carolina time, on the date day of the a proposed Competitive Borrowing. Multiple bids will be accepted by the Administrative Agent. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent format of Exhibit A-3 may be rejected by the Administrative AgentAgent after conferring with, and upon the instruction of, the Company, and the Administrative Agent shall notify the applicable Revolving Lender making such nonconforming bid of such rejection as promptly soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (ix) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in integral multiples thereof and which may equal the entire principal amount of the Competitive Borrowing requested by the Company) of the Competitive Loan or Loans that the Revolving Lender is willing to makemake to the Company, (iiy) the Competitive Bid Rate or Rates at which the Revolving Lender is prepared to make such the Competitive Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iiiz) the Interest Period applicable to each such Loan and the last day thereof. If any Revolving Lender shall elect not to make a Competitive Bid, such Revolving Lender shall so notify the Administrative Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., Charlotte, North Carolina time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., Charlotte, North Carolina time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Revolving Lender to give such notice shall not cause such Revolving Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Revolving Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall promptly notify the Company by telecopy telecopier of all the Competitive Bids made, the Competitive Bid Rate Rate, the Interest Period and the principal amount specified in of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Revolving Lender that made each bid. The Administrative Agent shall have made such send a copy of all Competitive BidBids to the Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) Subject The Company may in its sole and absolute discretion, subject only to the provisions of this paragraphparagraph (d), the applicable Borrower may accept or reject any Competitive BidBid referred to in paragraph (c) above. The Borrower Company shall notify the Administrative Agent by telephone, confirmed by telecopy telecopier in the form of a form approved by the Administrative AgentCompetitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject each Competitive Bidany of or all the bids referred to in paragraph (c) above, (ix) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 10:30 a.m., New York City Charlotte, North Carolina time, three Business Days before the date of the a proposed Competitive Borrowing Borrowing, and (iiy) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City Charlotte, North Carolina time, on the date day of the a proposed Competitive Borrowing; provided provided, however, that (i) the failure of by the Borrower Company to give such notice shall be deemed to be a rejection of each Competitive Bidall the bids referred to in paragraph (c) above, (ii) the Borrower Company shall not accept a Competitive Bid bid made at a particular Competitive Bid Rate if such Borrower rejects the Company has decided to reject a Competitive Bid bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower Company shall not exceed the aggregate principal amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) if the Company shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Company to exceed the amount specified in the Competitive Bid Request, then the Company shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request and (iv) to less the extent necessary to comply with clause (iii) above, the Borrower may accept amount of all other Competitive Bids at the same accepted with respect to such Competitive Bid Rate in partRequest, which acceptance, in the case of multiple Competitive Bids bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive BidBid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple thereof; provided further further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $500,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $500,000 in a manner determined by which shall be in the Borrowerdiscretion of the Company. A notice given by the Borrower Company pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Revolving Lender by telecopy whether or not its Competitive Bid has been accepted (and, and if so, the in what amount and at what Competitive Bid Rate so accepted)Rate) by telecopy sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the terms and other applicable conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. (g) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Revolving Lender, it shall submit such Competitive Bid bid directly to the applicable Borrower at least Company one quarter half of an hour earlier than the latest time by at which the other Lenders Banks are required to submit their Competitive Bids bids to the Administrative Agent pursuant to paragraph (b) of above. (h) All notices required by this SectionSection 2.03 shall be given in accordance with Section 9.01.

Competitive Bid Procedure. (a) (i) Subject to the terms and conditions set forth herein, from time to time during the Availability Commitment Period in respect of Domestic Commitments, the Company or any Domestic Subsidiary Borrower may request Competitive Bids for Competitive Loans in US Dollars under the Domestic Facility and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive LoansLoans in Dollars; provided that that, after giving effect to such borrowing and the aggregate Exposures at any time use of proceeds thereof, (i) the Total Domestic Extensions of Credit shall not exceed the aggregate CommitmentsTotal Domestic Commitments then in effect, (ii) the Total Consolidated GMF Exposure shall not exceed $2 billion and (iii) the Total Extensions of Credit shall not exceed the Total Commitments then in effect. To request Competitive BidsBids under the Domestic Facility, the Company or the applicable relevant Domestic Subsidiary Borrower shall notify give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) by delivery of such request by telephone a Competitive Bid Request not later than 12:00 Noon New York City time (iA) four Business Days prior to the requested Borrowing Date, in the case of a Eurocurrency Competitive BorrowingLoans, not later than 10:00 a.m.or (B) one Business Day prior to the requested Borrowing Date, New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not more than three Competitive Bid Requests may be submitted on the same day. Each telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the CompanyLoans. Each such telephonic and written Competitive Bid Request shall specify (1) that it is a request for Competitive Loans under the following information in compliance with Section 2.02: Domestic Facility, (i2) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition minimum of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 12:00 noon, New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the date of the proposed Competitive Borrowing. Competitive Bids that do not conform to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which may equal the entire principal amount of the Competitive Borrowing requested by the Company) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places$50 million) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount Type of the requested Competitive Loans, (3) the requested Borrowing specified Date and (4) the requested Interest Period applicable thereto; provided, that the Company or the relevant Domestic Subsidiary Borrower may request offers to make Competitive Loans under the Domestic Facility for more than one Interest Period or for multiple Types of Competitive Loans under the Domestic Facility in the related a single Competitive Bid Request and (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid; provided further that in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocableRequest. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject In order to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of such request Exhibit A-1 hereto, to be received by telephone the Agent (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before the date of the a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the a proposed Competitive Borrowing. Not more than three No CD Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Requests may be submitted on the same dayRequest. Each telephonic A Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy that does not conform substantially to the Administrative format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) promptly notify the Borrower requesting of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Competitive Bid and the aggregate amount of the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing; , (iiy) the date of such Borrowing, Borrowing (which shall be a Business Day; ) and the aggregate principal amount thereof which shall be in a minimum principal amount of $25,000,000 and in an integral multiple of $1,000,000, and (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (ivz) the Interest Period to be applicable to such Borrowing, with respect thereto (which shall be a period contemplated by may not end after the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05Maturity Date). Promptly following after its receipt of a Competitive Bid Request in accordance with this Sectionthat is not rejected as aforesaid, the Administrative Agent shall notify invite by telecopier (in the Lenders of the details thereof by telecopy, inviting form set forth in Exhibit A-2 hereto) the Lenders to submit bid, on the terms and conditions of this Agreement, to make Competitive BidsLoans pursuant to the Competitive Bid Request. (b) Each Lender may (but shall not have any obligation to) may, in its sole discretion, make one or more Competitive Bids to the Company in response Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopyvia telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the date of the a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the date day of the a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent format of Exhibit A-3 may be rejected by the Administrative AgentAgent after conferring with, and upon the instruction of, the Borrower, and the Administrative Agent shall notify the applicable Lender making such nonconforming bid of such rejection as promptly soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (ix) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to makemake to the Borrower, (iiy) the Competitive Bid Rate or Rates at which the Lender is prepared to make such the Competitive Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iiiz) the Interest Period applicable to each such Loan and the last day thereof. If any Lender shall elect not to make a Competitive Bid, such Lender shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; PROVIDED, HOWEVER, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall promptly notify the Company Borrower by telecopy telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount specified in of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Lender that made each bid. The Agent shall have made such send a copy of all Competitive BidBids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) Subject The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraphparagraph (d), the applicable Borrower may accept or reject any Competitive BidBid referred to in paragraph (c) above (and the Competitive Bids accepted need not be in any minimum aggregate amount except as provided below in this paragraph). The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy telecopier in the form of a form approved by Competitive Bid Accept/Reject Letter in the Administrative Agentformat of Exhibit A-4, whether and to what extent it has decided to accept or reject each Competitive Bidany of or all the bids referred to in paragraph (c) above, (ix) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the a proposed Competitive Borrowing Borrowing, and (iiy) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the date day of the a proposed Competitive Borrowing; provided PROVIDED, HOWEVER, that (i) the failure of by the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bidall the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a Competitive Bid bid made at a particular Competitive Bid Rate if such the Borrower rejects has decided to reject a Competitive Bid bid made at a lower Competitive Bid Rate, (iii) if the aggregate Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the Competitive Bids total amount of bids to be accepted by the Borrower shall not to exceed the aggregate amount that the Borrower desires to borrow, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount that the Borrower desires to borrow less the amount of the requested all other Competitive Borrowing specified in the related Bids accepted with respect to such Competitive Bid Request and (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in partRequest, which acceptance, in the case of multiple Competitive Bids bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive BidBid Rate, and (iv) except pursuant to clause (iii) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further PROVIDED FURTHER, HOWEVER, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iii) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by which shall be in the discretion of the Borrower. The Borrower may accept Competitive Bids in an aggregate principal amount in excess of the principal amount specified in the relevant Competitive Bid Request. A notice given by the Borrower in the form of a Competitive Bid Accept/Reject Letter pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, and if so, the in what amount and at what Competitive Bid Rate so accepted)or Rates) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the terms and other applicable conditions hereof, to make the Competitive Loan Loans in respect of which its Competitive Bid bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. (g) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid bid directly to the applicable Borrower at least one quarter of an hour earlier than the latest time by at which the other Lenders are required to submit their Competitive Bids bids to the Administrative Agent pursuant to paragraph (b) of above. (h) All notices required by this SectionSection 2.03 shall be given in accordance with Section 9.01.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars, Canadian Dollars or Euros and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) in the case of a Eurocurrency Competitive Borrowing or a CDOR Borrowing, not later than 10:00 a.m., New York City timeLocal Time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon, New York City timeLocal Time, one Business Day before the date of the proposed Competitive Borrowing. Not more than three Competitive Bid Requests may be submitted on the same day. Each telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount and currency of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Borrowing, a CDOR Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.052.06. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Competitive Borrowing or a CDOR Competitive Borrowing, not later than 12:00 noon, New York City timeLocal Time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City timeLocal Time, on the date of the proposed Competitive Borrowing. Competitive Bids that do not conform to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which may equal the entire principal amount of the Competitive Borrowing requested by the Company) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive Borrowing or a CDOR Competitive Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City timeLocal Time, on the date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid; provided further that in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject In order to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable a Borrower shall notify hand deliver or telecopy to the Administrative CAF Agent a duly completed Competitive Bid Request in the form of such request Exhibit A-1 hereto, to be received by telephone the CAF Agent (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before the date of the a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before the date of the a proposed Competitive Borrowing. Not more than three No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Requests Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be submitted on rejected in the same dayCAF Agent's sole discretion, and the CAF Agent shall promptly notify the Borrower of such rejection by telecopy. Each telephonic Competitive Bid Request shall refer to this Agreement and specify (w) whether the Borrowing then being requested is to be confirmed promptly by hand delivery a Eurodollar Borrowing or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: Fixed Rate Borrowing, (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (iix) the date of such Borrowing, Borrowing (which shall be a Business Day; ) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (ivy) the Interest Period to be applicable to such Borrowing, with respect thereto (which shall be a period contemplated by may not end after the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05Maturity Date). Promptly following after its receipt of a Competitive Bid Request in accordance with this Sectionthat is not rejected as aforesaid, the Administrative CAF Agent shall notify telecopy to each Lender a Notice of Competitive Bid Request in the Lenders form of the details thereof by telecopy, Exhibit A-2 inviting the Lenders to submit bid, on the terms and conditions of this Agreement, to make Competitive BidsLoans. (b) Each Lender may (but shall not have any obligation to) invited to bid may, in its sole discretion, make one or more Competitive Bids to the Company in response Borrower responsive to a such Borrower's Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative CAF Agent by telecopy, in the form of Exhibit A-3 hereto, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the date of the a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the date day of the a proposed Competitive Borrowing. Multiple bids will be accepted by the CAF Agent. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent format of Exhibit A-3 may be rejected by the Administrative CAF Agent, and the Administrative CAF Agent shall notify the applicable Lender making such nonconforming bid of such rejection as promptly soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (ix) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Companyapplicable Borrower) of the Competitive Loan or Loans that the Lender is willing to makemake to such Borrower, (iiy) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof.prepared (c) The Administrative CAF Agent shall promptly notify the Company Borrower by telecopy telecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount specified in of each Competitive Loan in respect of which such Competitive Bid was made and the identity of the Lender that made each such bid by (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing. The CAF Agent shall have made such send a copy of all Competitive BidBids to the Borrower for its records as soon as practicable after the completion of the bidding process set forth in this Section 2.03. (d) Subject A Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraphparagraph (d), the applicable Borrower may accept or reject any or all Competitive BidBids referred to in paragraph (c) above. The Such Borrower shall notify the Administrative CAF Agent by telephone, confirmed by telecopy in the form of a form approved by the Administrative AgentCompetitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject each Competitive Bid, any of or all the bids referred to in paragraph (c) above by (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the date day of the a proposed Competitive Borrowing; provided provided, however, that (i) the failure of the by such Borrower to give such notice shall be deemed to be a rejection of each Competitive Bidall the bids referred to in paragraph (c) above, (iii) the such Borrower shall not accept a Competitive Bid bid made at a particular Competitive Bid Rate if such Borrower rejects it has decided to reject a Competitive Bid bid made at a lower Competitive Bid Rate, (iiii) the aggregate amount of the Competitive Bids accepted by the such Borrower shall not exceed the aggregate principal amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request and (iv) to less the extent necessary to comply with clause (iii) above, the Borrower may accept amount of all other Competitive Bids at the same accepted with respect to such Competitive Bid Rate in partRequest, which acceptance, in the case of multiple Competitive Bids bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid; provided further that in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids bid at a particular such Competitive Bid Rate Rate, and (i) except pursuant to clause (iv) the amounts above, no bid shall be rounded to integral multiples of the Borrowing Multiple accepted for a Competitive Loan unless such Competitive Loan is in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable.minimum principal amount of $5,000,000 and an integral multiple (e) The Administrative CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy telecopy, whether or not its Competitive Bid has been accepted (and, and if so, the in what amount and at what Competitive Bid Rate so accepted), Rate) and each successful bidder will thereupon become bound, subject to the terms and other applicable conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or one of its Affiliates CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it such party shall submit such Competitive Bid bid directly to the applicable Borrower at least one quarter of an hour earlier than the latest time by at which the other Lenders are required to submit their Competitive Bids bids to the Administrative CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this SectionSection 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.

Competitive Bid Procedure. (a) Subject In order to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before the proposed date of the proposed Competitive such Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before the proposed date of the proposed Competitive such Borrowing. Not Provided that no two Competitive Bid Requests submitted on the same day shall be identical, the Borrower may submit up to (but not more than than) three Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request unless such previous Competitive Bid Request shall have been rejected by the Administrative Agent, as provided below. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. No Term Loans shall be requested in, or made pursuant to, a Competitive Bid Request. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request substantially in a the form approved of Exhibit D-1. A Competitive Bid Request that does not conform substantially to the format of Exhibit D-1 may be rejected by the Administrative Agent and signed by the CompanyAdministrative Agent shall notify the Borrower of such rejection as promptly as practicable. Each such telephonic and written Competitive Bid Request shall refer to this Agreement and specify the following information in compliance with Section 2.02: (i) whether the Borrower requesting the Competitive Bid and the aggregate amount of the Borrowing being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing; ; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and the location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the aggregate principal amount of such Borrowing, which shall be a Business Day; minimum of $10,000,000 and an integral multiple of $1,000,000, and in any event shall not result in the sum of the Aggregate Revolving Credit Exposure and the aggregate outstanding principal amount of Competitive Loans, after giving effect to such Borrowing, exceeding the Total Revolving Credit Commitment; and (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (ivv) the Interest Period to be applicable to such Borrowing, with respect thereto (which shall be a period contemplated by may not end after the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05Maturity Date). Promptly following after its receipt of a Competitive Bid Request in accordance with this Sectionthat is not rejected, the Administrative Agent shall notify invite the Revolving Credit Lenders of in the details thereof by telecopy, inviting form set forth as Exhibit D-2 to bid to make Competitive Loans pursuant to the Lenders to submit Competitive BidsBid Request. (b) Each Revolving Credit Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company in response Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Revolving Credit Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the proposed date of the proposed such Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent format of Exhibit D-3 may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Revolving Credit Lender as promptly as practicable. Each Competitive Bid shall refer to this Agreement and specify (ix) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Revolving Credit Lender is willing to make, (iiy) the Competitive Bid Rate or Rates at which the Revolving Credit Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iiiz) the Interest Period applicable to each such Loan or Loans and the last day thereof. (c) The Administrative Agent shall promptly notify the Company Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in of each Competitive Loan in respect of which a Competitive Bid shall have been made and the identity of the Revolving Credit Lender that shall have made such Competitive Bideach bid. (d) Subject The Borrower may, subject only to the provisions of this paragraphparagraph (d), the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in the form of a form approved by the Administrative AgentCompetitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject each Competitive Bid, (ix) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing Borrowing, and (iiy) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the proposed Competitive Borrowing; provided provided, however, that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such the Borrower rejects has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate principal amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) if the Borrower shall accept a Competitive Bid or Bids made at a particular Competitive Bid Rate but the amount of such Competitive Bid or Bids would cause the total amount to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Request, then the Borrower shall accept a portion of such Competitive Bid or Bids in an amount equal to the amount specified in the Competitive Bid Request and (iv) to less the extent necessary to comply with clause (iii) above, the Borrower may accept amount of all other Competitive Bids at the same Competitive Bid Rate in partso accepted, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Bid, and (v) except pursuant to clause (iv) above, no Competitive BidBid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Revolving Credit Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the in what amount and at what Competitive Bid Rate so acceptedRate), and each successful bidder will thereupon become bound, upon the terms and subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Revolving Credit Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Revolving Credit Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of above. (g) Within the limits set forth in this SectionSection 2.03 and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay and reborrow Competitive Loans.

Competitive Bid Procedure. (a) Subject In order to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify hand deliver, telex or telecopy to the Administrative Paying Agent a duly completed Competitive Bid Request in the form of such request Exhibit A-1 hereto, to be received by telephone the Paying Agent (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before the date of the a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the a proposed Competitive Borrowing. Not more than three No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Requests Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be submitted on rejected in the same dayPaying Agent's sole discretion, and the Paying Agent shall promptly notify the Borrower of such rejection by telex or telecopy. Each telephonic Competitive Bid Request shall refer to this Agreement and specify (x) whether the Borrowing then being requested is to be confirmed promptly by hand delivery a Eurodollar Borrowing or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: Fixed Rate Borrowing, (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (iiy) the date of such Borrowing, Borrowing (which shall be a Business Day; ) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (ivz) the Interest Period to be applicable to such Borrowing, with respect thereto (which shall be a period contemplated by may not end after the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05Termination Date). Promptly following after its receipt of a Competitive Bid Request in accordance with this Sectionthat is not rejected as aforesaid, the Administrative Paying Agent shall notify invite by telex or telecopy (in the Lenders of the details thereof by telecopy, inviting form set forth in Exhibit A-2 hereto) the Lenders to submit bid, on the terms and conditions of this Agreement, to make Competitive BidsLoans pursuant to the Competitive Bid Request. (b) Each Lender may (but shall not have any obligation to) invited to bid may, in its sole discretion, make one or more Competitive Bids to the Company in response Borrower responsive to a the Borrower's Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Paying Agent by via telex or telecopy, in the form of Exhibit A-3 hereto, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the date of the a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the date day of the a proposed Competitive Borrowing. Multiple bids will be accepted by the Paying Agent. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent format of Exhibit A-3 may be rejected by the Administrative AgentPaying Agent after conferring with, and upon the instruction of, the Borrower, and the Administrative Paying Agent shall notify the applicable Lender making such nonconforming bid of such rejection as promptly soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (ix) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to makemake to the Borrower, (iiy) the Competitive Bid Rate or Rates at which the Lender is prepared to make such the Competitive Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iiiz) the Interest Period applicable to each such Loan and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the Paying Agent via telex or telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Paying Agent shall promptly notify the Company Borrower, by telecopy telex or telecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount specified in of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Lender that made each bid. The Paying Agent shall have made such send a copy of all Competitive BidBids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) Subject The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraphparagraph (d), the applicable Borrower may accept or reject any Competitive BidBid referred to in paragraph (c) above. The Borrower shall notify the Administrative Paying Agent by telephone, confirmed by telex or telecopy in the form of a form approved by the Administrative AgentCompetitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject each Competitive Bidany of or all the bids referred to in paragraph (c) above, (ix) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the a proposed Competitive Borrowing Borrowing, and (iiy) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the date day of the a proposed Competitive Borrowing; provided provided, however, that (i) the failure of by the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bidall the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a Competitive Bid bid made at a particular Competitive Bid Rate if such Borrower rejects it has decided to reject a Competitive Bid bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate principal amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid; provided further that in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.Request,

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans, in each case denominated in US Dollars or any Designated Foreign Currency (other than Australian Dollars); provided that after giving effect to any Borrowing of Competitive Loans the aggregate sum of the total Revolving Exposures at any time and the total Competitive Loan Exposures shall not exceed the aggregate total Commitments. To request Competitive Bids, the Company or the applicable Borrower Borrowing Subsidiary shall notify the Administrative Applicable Agent of such request by telephone (i) telephone, in the case of a Eurocurrency Competitive Borrowing, not later than 10:00 11:00 a.m., New York City timeLocal Time, four Business Days before the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City timeLocal Time, one Business Day before the date of the proposed Competitive Borrowing. Not ; provided that the Borrowers may submit up to (but not more than than) three Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Applicable Agent of a written Competitive Bid Request in a form approved by the Administrative Applicable Agent and signed by the Companyrelevant Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting such Borrowing (or on whose behalf the Competitive Bid and Company is requesting such Borrowing); (ii) the aggregate principal amount and currency of the requested Borrowing; (iiiii) the date of such the requested Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (ivv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “"Interest Period”"; and (vvi) the location and number of the Company’s Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Applicable Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company any Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Applicable Agent and must be received by the Administrative Applicable Agent by telecopy, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City timeLocal Time, four three Business Days before the proposed date of the proposed such Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City timeLocal Time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Applicable Agent may be rejected by the Administrative Applicable Agent, and the Administrative Applicable Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be in an amount that is at least equal to the Borrowing Minimum and an integral multiple equal to the Borrowing Multiple, and which may equal the entire principal amount of the Competitive Borrowing requested by the Companyrelevant Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof. (c) The Administrative Applicable Agent shall promptly notify the Company applicable Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (d) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Applicable Agent by telephone, confirmed by telecopy in a form approved by the Administrative Applicable Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 11:00 10:30 a.m., New York City timeLocal Time, three Business Days before the date of the proposed Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City timeLocal Time, on the date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such the relevant Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of at least the Borrowing Minimum and an integral multiple equal to the Borrowing Multiple; provided further that if a Competitive Loan must be in an amount less than the Borrowing Minimum because of the provisions of clause (iv) above, such Competitive Loan may have a minimum amount of US$1,000,000 (or, in the case of a Designated Foreign Currency Competitive Loan, the smallest amount of such Designated Foreign Currency that (i) is an integral multiple of 1,000,000 units (or, in the case of Sterling, 500,000 units) of such currency and (ii) has a US Dollar Equivalent in excess of US$1,000,000) and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple in a manner determined by the Borrower. A notice given by the a Borrower pursuant to this paragraph shall be irrevocable. (e) The Administrative Applicable Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Administrative Applicable Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Applicable Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject In order to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify hand deliver or fax to the Administrative Agent of such request a duly completed and executed Competitive Bid Request, to be received by telephone the Agent (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 10:00 a.m.1:00 p.m., New York City time, four Business Days before the date of the proposed requested Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 1:00 p.m., New York City time, one Business Day before the date of the requested Competitive Borrowing; provided that no Competitive Bids shall be requested if, after giving effect to the Competitive Loans requested thereby, the sum of the Revolving Credit Exposures of all the Lenders plus the aggregate principal amount of all Competitive Loans outstanding at the time would exceed the lesser of (i) the Total Commitment and (ii) the Maximum Availability at the time. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected by the Agent in its sole discretion, and the Agent shall promptly notify the Borrower of any such rejection. Each request for Competitive Bids shall refer to this Agreement and specify (x) whether the Competitive Borrowing then being requested is to be a Eurodollar Competitive Borrowing or a Fixed Rate Borrowing, (y) the date of such Competitive Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite the Lenders, by means of the notice in the form of Exhibit A-2, to bid, on the terms and conditions of this Agreement, to make Competitive Loans requested pursuant to such Competitive Bid Request. (b) Each Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Lender shall be in the form of Exhibit A-3 and must be received by the Agent (by hand delivery or fax) (i) in the case of a Eurodollar Competitive Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of the requested Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before on the date day of the proposed requested Competitive Borrowing. Not more than three Competitive Bid Requests may Multiple bids will be submitted on the same day. Each telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved accepted by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 12:00 noon, New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the date of the proposed Competitive BorrowingAgent. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent format of Exhibit A-3 may be rejected by the Administrative AgentAgent after conferring with, and upon the instruction of, the Borrower, and the Administrative Agent shall notify the applicable Lender making such nonconforming Competitive Bids of such rejection as promptly soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (ix) the principal amount (which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the requested Competitive Borrowing requested by the CompanyBorrowing) of the Competitive Loan or Loans that the Lender is willing to makemake to the Borrower, (iiy) the Competitive Bid Rate or Rates at which the Lender is prepared to make such the Competitive Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iiiz) the Interest Period applicable with respect thereto. A Competitive Bid submitted by a Lender pursuant to each such Loan and the last day thereofthis paragraph (b) shall be irrevocable. (c) The Administrative With respect to each Competitive Bid Request, the Agent shall promptly notify the Company Borrower by telecopy fax of all the Competitive Bids made, the Competitive Bid Rate and the principal amount specified in of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Lender that shall have made such each Competitive Bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section. (d) Subject The Borrower may, in its sole and absolute discretion, subject only to the provisions of this paragraphparagraph (d), the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed in writing by telecopy in hand delivery or fax of a form approved by the Administrative Agentduly completed and executed Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject each any of or all the Competitive Bid, Bids made pursuant to any Competitive Bid Request (ix) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before the date of the proposed requested Competitive Borrowing Borrowing, and (iiy) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m.1:00 p.m., New York City time, on the date day of the proposed requested Competitive Borrowing; provided that that, with respect to any Competitive Bid Request, (i) the failure of by the Borrower to give such notice shall be deemed to be a rejection of each all the Competitive BidBids made pursuant thereto, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects it has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate principal amount of the Competitive Loans offered pursuant to the Competitive Bids accepted by the Borrower shall not exceed the aggregate principal amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) if the Borrower shall accept a Competitive Bid or Competitive Bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of Competitive Bids to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Request, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request and (iv) to less the extent necessary to comply with clause (iii) above, the Borrower may accept amount of all other Competitive Bids at the same accepted with respect to such Competitive Bid Rate in partRequest, which acceptance, in the case of multiple Competitive Bids bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive BidBid Rate, (v) the Borrower shall not accept a Competitive Bid or Competitive Bids, or a portion of such bid or bids, if, after giving effect thereto, the sum of the Revolving Credit Exposures of all the Lenders and the aggregate principal amount of all Competitive Loans outstanding at the time shall exceed the lesser of (x) the Total Commitment and (y) the Maximum Availability at the time and (vi) except pursuant to clauses (iv) and (v) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $10,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $10,000,000 because of the provisions of clause (iv) or (v) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids bids at a particular Competitive Bid Rate pursuant to clause (iv) above, the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by which shall be in the discretion of the Borrower. A notice given by the Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, and if so, the in what amount and at what Competitive Bid Rate so acceptedRate), and each successful bidder bidding Lender whose Competitive Bid has been accepted will thereupon become bound, subject to the terms and other applicable conditions hereof, to make the Competitive Loan in respect of which to the extent its Competitive Bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. (g) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid bid directly to the applicable Borrower at least one quarter of an hour earlier than the latest time by which the other Lenders are required to submit their Competitive Bids bids to the Administrative Agent pursuant to paragraph (b) of above. (h) All notices required by this SectionSection shall be given in accordance with Section 9.01.

Competitive Bid Procedure. (a) Subject In order to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of such request Exhibit A-1 hereto, to be received by telephone the Agent (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before the date of the a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the a proposed Competitive Borrowing. Not more than three No CD Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Requests may be submitted on the same dayRequest. Each telephonic A Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy that does not conform substantially to the Administrative format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) promptly notify the Borrower requesting of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Competitive Bid and the aggregate amount of the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing; , (iiy) the date of such Borrowing, Borrowing (which shall be a Business Day; ) and the aggregate principal amount thereof which shall be in a minimum principal amount of $25,000,000 and in an integral multiple of $1,000,000, and (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (ivz) the Interest Period to be applicable to such Borrowing, with respect thereto (which shall be a period contemplated by may not end after the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05Maturity Date). Promptly following after its receipt of a Competitive Bid Request in accordance with this Sectionthat is not rejected as aforesaid, the Administrative Agent shall notify invite by telecopier (in the Lenders of the details thereof by telecopy, inviting form set forth in Exhibit A-2 hereto) the Lenders to submit bid, on the terms and conditions of this Agreement, to make Competitive BidsLoans pursuant to the Competitive Bid Request. (b) Each Lender may (but shall not have any obligation to) may, in its sole discretion, make one or more Competitive Bids to the Company in response Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopyvia telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the date of the a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the date day of the a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent format of Exhibit A-3 may be rejected by the Administrative AgentAgent after conferring with, and upon the instruction of, the Borrower, and the Administrative Agent shall notify the applicable Lender making such nonconforming bid of such rejection as promptly soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (ix) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to makemake to the Borrower, (iiy) the Competitive Bid Rate or Rates at which the Lender is prepared to make such the Competitive Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iiiz) the Interest Period applicable to each such Loan and the last day thereof. If any Lender shall elect not to make a Competitive Bid, such Lender shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; PROVIDED, HOWEVER, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall promptly notify the Company Borrower by telecopy telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount specified in of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Lender that made each bid. The Agent shall have made such send a copy of all Competitive BidBids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) Subject The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraphparagraph (d), the applicable Borrower may accept or reject any Competitive BidBid referred to in paragraph (c) above (and the Competitive Bids accepted need not be in any minimum aggregate amount except as provided below in this paragraph). The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy telecopier in the form of a form approved by Competitive Bid Accept/Reject Letter in the Administrative Agentformat of Exhibit A-4, whether and to what extent it has decided to accept or reject each Competitive Bidany of or all the bids referred to in paragraph (c) above, (ix) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the a proposed Competitive Borrowing Borrowing, and (iiy) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the date day of the a proposed Competitive Borrowing; provided PROVIDED, HOWEVER, that (i) the failure of by the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bidall the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a Competitive Bid bid made at a particular Competitive Bid Rate if such the Borrower rejects has decided to reject a Competitive Bid bid made at a lower Competitive Bid Rate, (iii) if the aggregate Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the Competitive Bids total amount of bids to be accepted by the Borrower shall not to exceed the aggregate amount that the Borrower desires to borrow, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount that the Borrower desires to borrow less the amount of the requested all other Competitive Borrowing specified in the related Bids accepted with respect to such Competitive Bid Request and (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in partRequest, which acceptance, in the case of multiple Competitive Bids bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive BidBid Rate, and (iv) except pursuant to clause (iii) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further PROVIDED FURTHER, HOWEVER, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iii) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by which shall be in the discretion of the Borrower. The Borrower may accept Competitive Bids in an aggregate principal amount in excess of the principal amount specified in the relevant Competitive Bid Request. A notice given by the Borrower in the form of a Competitive Bid Accept/Reject Letter pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, and if so, the in what amount and at what Competitive Bid Rate so accepted)or Rates) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the terms and other applicable conditions hereof, to make the Competitive Loan Loans in respect of which its Competitive Bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. (g) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid bid directly to the applicable Borrower at least one quarter of an hour earlier than the latest time by at which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of above. (h) All notices required by this SectionSection 2.03 shall be given in accordance with Section 9.01.

Competitive Bid Procedure. (a) Subject to the terms The Borrower may, at any time and conditions set forth herein, from time to time during the Availability Period any Borrower may Revolving Credit Commitment Period, provided that no Event of Default shall have occurred and then be continuing, request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) in the case of a Eurocurrency Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not more than three Competitive Bid Requests may be submitted on the same day. Each telephonic Competitive Bid Request shall be confirmed promptly delivering by hand delivery or telecopy to the Administrative Agent of a written duly completed Competitive Bid Request Request. A request for Competitive Bids that does not conform substantially to the format of Exhibit I may be rejected in a form approved by the Administrative Agent’s sole discretion, and the Administrative Agent and signed shall promptly notify the Borrower of such rejection by the Companytelecopy. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the aggregate amount of Competitive Bid Loans upon which the Borrower desires Competitive Bids under this Section 2.6, which amount shall not be in excess of (X) the Aggregate Revolving Credit Commitment Amount on such date, over (Y) the Aggregate Credit Exposure on such date, (ii) a proposed Borrowing Date for such Competitive Bid Loans, which date shall not be earlier than one Business Day after the date of delivery to the Administrative Agent of such Competitive Bid Request, provided that any Competitive Bid Request delivered to the Administrative Agent after 11:00 a.m., on any Business Day shall be deemed to have been given on the immediately succeeding Business Day, (iii) the proposed Competitive Interest Period(s) requested, provided that the number of different Competitive Interest Periods requested in a single Competitive Bid Request shall not exceed three, and (iv) in the aggregate event that more than one Competitive Interest Period shall have been so requested, the amount of the requested Borrowing; Competitive Bid Loan (iiin no event less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof) the date in respect of each such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Competitive Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. Promptly following after its receipt of a each Competitive Bid Request in accordance with this Sectionthat is not rejected as aforesaid, the Administrative Agent shall notify send to each Lender an Invitation to Bid, appropriately completed by the Lenders of the details thereof by telecopy, inviting the Lenders Administrative Agent with reference to submit such Competitive BidsBid Request. (b) Each Lender may (but shall not have any obligation to) may, in its sole and absolute discretion, make one or more Competitive Bids to the Company Borrower in response to a Competitive Bid Requesteach Invitation to Bid. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency Competitive Borrowing, not later than 12:00 noon, New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 10:00 a.m., New York City time, on the date of the such proposed Competitive BorrowingBorrowing Date. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent format of Exhibit K may be rejected by the Administrative AgentAgent after conferring with, and upon the instruction of, the Borrower, and the Administrative Agent shall notify the applicable Lender making such nonconforming bid of such rejection as promptly soon as practicable. Each Competitive Bid shall be irrevocable and, with respect to each Competitive Interest Period requested by the Borrower, shall specify (i) the principal amount (which may equal the entire principal amount of the Competitive Borrowing requested Interest Period offered by the Company) of the Competitive Loan or Loans that the Lender is willing to makesuch Lender, and (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable with respect to each such Loan and the last day thereof. (c) The Administrative Agent shall promptly notify the Company Competitive Interest Period offered by telecopy of such Lender, the Competitive Bid Rate and the principal amount specified (which amount (A) shall not be less than $5,000,000, or a whole multiple of $1,000,000 in excess thereof, and (B) shall not exceed the Competitive Bid Loan requested by the Borrower in respect of such Competitive Interest Period) of the Competitive Bid Loan with respect thereto. If any Lender shall elect not to make a Competitive Bid, such Lender shall so notify the Administrative Agent by telecopy not later than 10:00 a.m., on such proposed Borrowing Date therefor, provided, however, that the failure by any Lender to give any such notice shall not obligate such Lender to make any Competitive Bid Loan in connection with the relevant Competitive Bid Request. (c) With respect to each Invitation to Bid sent to the Lenders, the Administrative Agent shall (i) promptly notify the Borrower by telecopy of the amount of each Competitive Bid Loan offered thereby, and the Competitive Interest Period and Competitive Bid Rate applicable thereto, and the identity of the Lender that shall have made such offer, and (ii) send a list of all Competitive BidBids to the Borrower for its records as soon as practicable after completion of the bidding process. (d) Subject The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraphSection 2.6(d), the applicable Borrower may accept or reject any Competitive Bid. The Bid made in accordance with the procedures set forth in this Section 2.6, and the Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in the form of a form approved by the Administrative AgentCompetitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject each any or all of such Competitive Bid, (i) in the case of a Eurocurrency Competitive BorrowingBids, not later than 11:00 a.m., New York City time, three Business Days before the date of on the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate BorrowingDate therefor, not later than 10:30 a.m.provided, New York City timehowever, on the date of the proposed Competitive Borrowing; provided that (i) the failure of by the Borrower to give such notice shall be conclusively deemed to be a rejection of all such Competitive Bids. In connection with each acceptance of one or more Competitive Bid, Bids by the Borrower: (iii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such the Borrower rejects a has decided to reject another Competitive Bid made at a lower Competitive Bid Rate, Rate and having the same Competitive Interest Period as such Competitive Bid, (iiiii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate principal amount of the requested Competitive Borrowing Bid Loans specified in the related Competitive Bid Request and (iv) to the extent necessary to comply with clause Request, (iii) above, if the Borrower may shall desire to accept a Competitive Bids Bid made at the same a particular Competitive Bid Rate in partand Competitive Interest Period, which acceptance, in the case of multiple it must accept all other Competitive Bids at such Competitive Bid RateRate and Competitive Interest Period, provided, however, that if the acceptance of all such other Competitive Bids would cause the aggregate amount of all accepted Competitive Bids to exceed the aggregate principal amount of the Competitive Bid Loans specified in the related Competitive Bid Request, then such acceptance shall be made pro rata in accordance with the amount of each such Competitive Bid; provided further that in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids Bid at a particular such Competitive Bid Rate pursuant to clause and Competitive Interest Period, and (iv) the amounts except pursuant to Section 2.6(d)(iii), no Competitive Bid shall be rounded accepted unless the Competitive Bid Loan with respect thereto shall be in (A) a minimum principal amount of $5,000,000, or a whole multiple of $1,000,000 in excess thereof, or (B) if less, an aggregate principal amount equal to integral multiples the excess of the Borrowing Multiple in a manner determined by Aggregate Revolving Credit Commitment Amount over the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocableAggregate Credit Exposure. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its each Competitive Bid of such Lender has been accepted by telecopy sent by the Administrative Agent, and, if such Competitive Bid has been accepted (andby the Borrower, if soin whole or in part, such bidding Lender shall, after its receipt of such notice and no later than 2:00 p.m., on the related Borrowing Date, make immediately available funds available to the Administrative Agent at the address therefor set forth in Section 11.2, in the amount and in which each such Competitive Bid Rate so accepted)of such Lender was accepted by the Borrower, and each successful bidder the amount so made available to the Administrative Agent on such Borrowing Date will thereupon become boundthen, subject to the satisfaction of the terms and conditions hereofof this Agreement, as determined by the Administrative Agent, be promptly made available on such Borrowing Date to the Borrower by the Administrative Agent at such office by crediting the account of the Borrower on the books of such office (or elsewhere as the Borrower may from time to time instruct the Administrative Agent in writing) with the aggregate of said amount received by the Administrative Agent. Notwithstanding anything to the contrary contained herein, no Lender shall be obligated to make the Competitive Loan in respect of which its a Competitive Bid has been acceptedLoan if immediately after making such Competitive Bid Loan, the Aggregate Credit Exposure would exceed the Aggregate Revolving Credit Commitment Amount. (f) A Competitive Bid Request shall not be made within four Business Days after the date of any previous Competitive Bid Request, unless the Borrower has accepted one or more Competitive Bids pursuant to a Competitive Bid Request made within such five Business Days. (g) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid bid directly to the applicable Borrower at least one quarter of an hour fifteen minutes earlier than the latest time by at which the other Lenders are required to submit their Competitive Bids bids to the Administrative Agent pursuant to paragraph (b) of this SectionSection 2.6(b).

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any the Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures Revolving Credit Exposure of all Lenders plus the aggregate principal amount of all outstanding Competitive Loans at any time shall not exceed the aggregate total Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify the Administrative Agent of such request by telephone (i) telephone, in the case of a Eurocurrency Competitive Eurodollar Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the proposed Competitive Borrowing. Not ; provided that the Borrower may submit up to (but not more than than) three Competitive Bid Requests may be submitted on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the CompanyBorrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) the Borrower requesting the Competitive Bid and the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a Eurocurrency Eurodollar Borrowing or a Fixed Rate Borrowing; (iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the location and number of the CompanyBorrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting and invite the Lenders to submit Competitive Bids. (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Company Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopyAgent, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the proposed date of the proposed such Competitive Borrowing and (ii) or, in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of the proposed such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, Agent and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Competitive Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Competitive Loan and the last day thereof. (c) . The Administrative Agent shall promptly notify the Company by telecopy Borrower of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid. (dc) Subject only to the provisions of this paragraph, the applicable Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing and (ii) or, in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of the proposed Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such the Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request and Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive BidBid and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof and, in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) ), the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable. (ed) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (fe) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

Competitive Bid Procedure. (a) Subject In order to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the aggregate Exposures at any time shall not exceed the aggregate Commitments. To request Competitive Bids, the Company or the applicable Borrower shall notify hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of such request Exhibit A-1 hereto, to be received by telephone the Agent (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before the date of the a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 12:00 noon10:00 a.m., New York City time, one Business Day before the date of the a proposed Competitive Borrowing. Not more than three No CD Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Requests may be submitted on the same dayRequest. Each telephonic A Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy that does not conform substantially to the Administrative format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02: (i) promptly notify the Borrower requesting of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Competitive Bid and the aggregate amount of the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing; , (iiy) the date of such Borrowing, Borrowing (which shall be a Business Day; ) and the aggregate principal amount thereof which shall be in a minimum principal amount of $25,000,000 and in an integral multiple of $1,000,000, and (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing; (ivz) the Interest Period to be applicable to such Borrowing, with respect thereto (which shall be a period contemplated by may not end after the definition of the term “Interest Period”; and (v) the location and number of the Company’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05Maturity Date). Promptly following after its receipt of a Competitive Bid Request in accordance with this Sectionthat is not rejected as aforesaid, the Administrative Agent shall notify invite by telecopier (in the Lenders of the details thereof by telecopy, inviting form set forth in Exhibit A-2 hereto) the Lenders to submit bid, on the terms and conditions of this Agreement, to make Competitive BidsLoans pursuant to the Competitive Bid Request. (b) Each Lender may (but shall not have any obligation to) may, in its sole discretion, make one or more Competitive Bids to the Company in response Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopyvia telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 12:00 noon9:30 a.m., New York City time, four three Business Days before the date of the a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the date day of the a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent format of Exhibit A-3 may be rejected by the Administrative AgentAgent after conferring with, and upon the instruction of, the Borrower, and the Administrative Agent shall notify the applicable Lender making such nonconforming bid of such rejection as promptly soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (ix) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the CompanyBorrower) of the Competitive Loan or Loans that the Lender is willing to makemake to the Borrower, (iiy) the Competitive Bid Rate or Rates at which the Lender is prepared to make such the Competitive Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iiiz) the Interest Period applicable to each such Loan and the last day thereof. If any Lender shall elect not to make a Competitive Bid, such Lender shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall promptly notify the Company Borrower by telecopy telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount specified in of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Lender that made each bid. The Agent shall have made such send a copy of all Competitive BidBids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) Subject The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraphparagraph (d), the applicable Borrower may accept or reject any Competitive BidBid referred to in paragraph (c) above (and the Competitive Bids accepted need not be in any minimum aggregate amount except as provided below in this paragraph). The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy telecopier in the form of a form approved by Competitive Bid Accept/Reject Letter in the Administrative Agentformat of Exhibit A-4, whether and to what extent it has decided to accept or reject each Competitive Bidany of or all the bids referred to in paragraph (c) above, (ix) in the case of a Eurocurrency Eurodollar Competitive Borrowing, not later than 11:00 10:30 a.m., New York City time, three Business Days before the date of the a proposed Competitive Borrowing Borrowing, and (iiy) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the date day of the a proposed Competitive Borrowing; provided provided, however, that (i) the failure of by the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bidall the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a Competitive Bid bid made at a particular Competitive Bid Rate if such the Borrower rejects has decided to reject a Competitive Bid bid made at a lower Competitive Bid Rate, (iii) if the aggregate Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the Competitive Bids total amount of bids to be accepted by the Borrower shall not to exceed the aggregate amount that the Borrower desires to borrow, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount that the Borrower desires to borrow less the amount of the requested all other Competitive Borrowing specified in the related Bids accepted with respect to such Competitive Bid Request and (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in partRequest, which acceptance, in the case of multiple Competitive Bids bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive BidBid Rate, and (iv) except pursuant to clause (iii) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iii) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of the Borrowing Multiple $1,000,000 in a manner determined by which shall be in the discretion of the Borrower. The Borrower may accept Competitive Bids in an aggregate principal amount in excess of the principal amount specified in the relevant Competitive Bid Request. A notice given by the Borrower in the form of a Competitive Bid Accept/Reject Letter pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, and if so, the in what amount and at what Competitive Bid Rate so accepted)or Rates) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the terms and other applicable conditions hereof, to make the Competitive Loan Loans in respect of which its Competitive Bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. (g) If the Administrative Agent or one of its Affiliates shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid bid directly to the applicable Borrower at least one quarter of an hour earlier than the latest time by at which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of above. (h) All notices required by this SectionSection 2.03 shall be given in accordance with Section 9.01.