Common use of Competitive Loans Clause in Contracts

Competitive Loans. (a) Subject to the terms and conditions hereof, at any time and from time to time during the Availability Period, each Lender may in its sole and absolute discretion make Competitive Loans to the Company in such principal amounts as the Company may request; provided, however, that the sum of (i) the aggregate LC Exposure of all Lenders, (ii) the aggregate principal amount of all Dollar Loans made by all Lenders, (iii) the Equivalent Amount at any time of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (iv) the aggregate principal amount of all Competitive Loans, shall not exceed at any time the combined Commitments; provided, further, that the outstanding Competitive Loans made by any Lender may exceed its Commitment. The Competitive Loans shall be deemed to utilize the combined Commitments by an amount equal to the aggregate outstanding principal amount thereof. (b) The Company may irrevocably request Competitive Loans in a Competitive Loan Minimum Amount therefor by delivering a duly completed Competitive Bid Request by Requisite Notice not later than the Competitive Loan Requisite Time therefor. Each Competitive Bid Request shall state whether a Competitive Bid is requested on the basis of a fixed interest rate (an “Absolute Rate Bid”) or on the basis of a margin above or below Adjusted Dollar LIBOR (a “LIBOR Margin Bid”). The Company may not request Competitive Bids for more than three maturities nor request more than one type of Competitive Loan in a single Competitive Bid Request. Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, the Company may not submit a Competitive Bid Request if it has submitted another Competitive Bid Request within the prior five Business Days. (c) No Competitive Bid Request shall be made for an Absolute Rate Bid with a maturity of less than 14 days or more than 180 days, for a LIBOR Margin Bid with a maturity other than one, two, three or six months, or in any case with a maturity date subsequent to the Maturity Date. No more than ten different maturities for Competitive Loans may be outstanding at any time. (d) The Administrative Agent shall promptly notify the Lenders of a Competitive Bid Request by delivering a written copy thereof to the Lenders. Each Lender may, in its sole and absolute discretion, bid or not bid on all or a portion of the Competitive Loans requested in such Competitive Bid Request by delivering by Requisite Notice an irrevocable, duly completed Competitive Bid to the Administrative Agent by the Competitive Loan Requisite Time for delivering Competitive Bids. Any Competitive Bid received after such Competitive Loan Requisite Time, that is in a form other than a duly completed Competitive Bid Request, or that is otherwise not responsive to the Competitive Bid Request shall be disregarded. A Lender may subsequently correct any Competitive Bid containing a manifest error if it does so by the Competitive Loan Requisite Time for delivering Competitive Bids. The Administrative Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s Competitive Bid. (e) The Competitive Bid Maximum offered by a Lender for any Competitive Loan(s) requested in a Competitive Bid may be less than the principal amount of such Competitive Loan(s) requested by the Company, but shall not be less than the Competitive Loan Minimum Amount for any Competitive Loan for which such Lender is bidding. Each Competitive Bid shall expire unless accepted by the Company prior to the Competitive Loan Requisite Time for accepting Competitive Bids. (f) The Administrative Agent shall promptly notify the Company of the names of the Lenders providing conforming Competitive Bids and the terms of such Competitive Bids. The Company may, in its sole and absolute discretion, accept or reject any Competitive Bid, or any portion thereof, provided, that if the Company accepts any Competitive Bid, or any portion thereof, the following shall apply: (i) the Company must notify the Administrative Agent of its acceptance of any Competitive Bids not later than the Competitive Loan Requisite Time for doing so, (ii) the Company must accept all Absolute Rate Bids at all lower fixed interest rates before accepting any portion of Absolute Rate Bids at a higher fixed interest rate, (iii) the Company must accept all LIBOR Margin Bids at all lower margins over Adjusted Dollar LIBOR before accepting any portion of LIBOR Margin Bids at a higher margin over Adjusted Dollar LIBOR, (iv) each Competitive Loan to be made must be in a Competitive Loan Minimum Amount therefor, (v) if two or more Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then the Company must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Competitive Bid Maximum of each Lender for such Competitive Loan bears to the aggregate Competitive Bid Maximums of all such Lenders for such Competitive Loans (subject to clause (iv) above) and (vi) the Company may not accept Competitive Bids for an aggregate amount in excess of the Competitive Loans requested in its Competitive Bid Request. (g) The Administrative Agent shall promptly notify each of the Lenders whose Competitive Bid, or any portion thereof, has been accepted or rejected by the Company by telephone, which notification shall promptly be confirmed in writing, delivered in person or by telecopier to such Lenders. Any Competitive Bid, or portion thereof, not timely accepted by the Company and/or timely notified by the Administrative Agent to a Lender as having been accepted shall be deemed rejected. (h) In the case of a LIBOR Margin Bid, the Administrative Agent shall determine Adjusted Dollar LIBOR on the date which is two Business Days prior to the date of the proposed Competitive Loan, and shall promptly thereafter notify the Company and the Lenders whose LIBOR Margin Bids were accepted by the Company of such Adjusted Dollar LIBOR. (i) Each Lender which has had a Competitive Bid, or portion thereof, accepted by the Company shall make the funds for its Competitive Loan(s) available to the Administrative Agent at the Administrative Agent’s Office not later than the Requisite Time for making such funds available on the Business Day specified in such Competitive Loan Request. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, all funds so received shall be made available to the Company. (j) Each Lender’s Competitive Loan shall be evidenced by that Lender’s Competitive Loan Note or by one or more loan accounts or records maintained by such Lender in the Ordinary Course of Business, in each case subject to Section 2.01 (b). (k) Each Competitive Loan shall be due and payable on the maturity date of such Competitive Loan.

Competitive Loans. (a) Subject to the terms and conditions hereofhereof and in reliance upon the representations and warranties set forth herein, at any time and from time to time during the Availability PeriodCommitment Period to the extent Hyatt’s Debt Rating is BBB- or Baa3 or better at such time, the Borrower may request and each Lender may may, in its sole and absolute discretion make discretion, agree to make, Competitive Loans to the Company Borrower in such principal amounts as the Company may requestDollars; provided, however, that the sum of (i) the aggregate LC Exposure of all Lenders, (ii) the aggregate principal amount of all Dollar Loans made by all Lenders, (iii) the Equivalent Amount at any time of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (iv) the aggregate principal amount of all Competitive Loans, Loans shall not exceed at any time 50% of the combined Commitments; provided, further, that remainder of (x) the Aggregate Revolving Committed Amount less (y) the Dollar Amount (determined as of the most recent Revaluation Date) of the sum of the outstanding Competitive Revolving Loans made by any Lender may exceed its Commitment. The Competitive plus outstanding Swingline Loans shall be deemed to utilize the combined Commitments by an amount equal to the aggregate outstanding principal amount thereof. (b) The Company may irrevocably request Competitive Loans in a Competitive Loan Minimum Amount therefor by delivering a duly completed Competitive Bid Request by Requisite Notice not later than the Competitive Loan Requisite Time therefor. Each Competitive Bid Request shall state whether a Competitive Bid is requested on the basis of a fixed interest rate (an “Absolute Rate Bid”) or on the basis of a margin above or below Adjusted Dollar LIBOR (a “LIBOR Margin Bid”). The Company may not request Competitive Bids for more than three maturities nor request more than one type of Competitive Loan in a single Competitive Bid Request. Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, the Company may not submit a Competitive Bid Request if it has submitted another Competitive Bid Request within the prior five Business Days. (c) No Competitive Bid Request shall be made for an Absolute Rate Bid with a maturity of less than 14 days or more than 180 days, for a LIBOR Margin Bid with a maturity other than one, two, three or six months, or in any case with a maturity date subsequent to the Maturity Date. No more than ten different maturities for Competitive Loans may be outstanding at any time. (d) The Administrative Agent shall promptly notify the Lenders of a Competitive Bid Request by delivering a written copy thereof to the Lenders. Each Lender may, in its sole and absolute discretion, bid or not bid on all or a portion of the Competitive Loans requested in such Competitive Bid Request by delivering by Requisite Notice an irrevocable, duly completed Competitive Bid to the Administrative Agent by the Competitive Loan Requisite Time for delivering Competitive Bids. Any Competitive Bid received after such Competitive Loan Requisite Time, that is in a form other than a duly completed Competitive Bid Request, or that is otherwise not responsive to the Competitive Bid Request shall be disregarded. A Lender may subsequently correct any Competitive Bid containing a manifest error if it does so by the Competitive Loan Requisite Time for delivering Competitive Bids. The Administrative Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s Competitive Bid. (e) The Competitive Bid Maximum offered by a Lender for any Competitive Loan(s) requested in a Competitive Bid may be less than the principal amount of such Competitive Loan(s) requested by the Company, but shall not be less than the Competitive Loan Minimum Amount for any Competitive Loan for which such Lender is bidding. Each Competitive Bid shall expire unless accepted by the Company prior to the Competitive Loan Requisite Time for accepting Competitive Bids. (f) The Administrative Agent shall promptly notify the Company of the names of the Lenders providing conforming Competitive Bids and the terms of such Competitive Bids. The Company may, in its sole and absolute discretion, accept or reject any Competitive Bid, or any portion thereof, provided, that if the Company accepts any Competitive Bid, or any portion thereof, the following shall apply: (i) the Company must notify the Administrative Agent of its acceptance of any Competitive Bids not later than the Competitive Loan Requisite Time for doing soplus LOC Obligations, (ii) with regard to each Lender individually, the Company must accept all Absolute Rate Bids at all lower fixed interest rates before accepting any portion sum of Absolute Rate Bids at a higher fixed interest rate, the Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) the Company must accept all LIBOR Margin Bids at all lower margins over Adjusted Dollar LIBOR before accepting any portion of LIBOR Margin Bids at a higher margin over Adjusted Dollar LIBOR, (iv) each Competitive Loan to be made must be in a Competitive Loan Minimum Amount therefor, (v) if two or more Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then the Company must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Competitive Bid Maximum of each Lender for such Competitive Loan bears with regard to the Lenders collectively, the sum of the aggregate Competitive Bid Maximums Dollar Amount (determined as of all such Lenders for such the most recent Revaluation Date) of outstanding Revolving Loans plus Swingline Loans plus LOC Obligations plus Competitive Loans (subject to clause (iv) above) and (vi) shall not exceed the Company may not accept Competitive Bids for an aggregate amount in excess of the Competitive Loans requested in its Competitive Bid Request. (g) The Administrative Agent shall promptly notify each of the Lenders whose Competitive Bid, or any portion thereof, has been accepted or rejected by the Company by telephone, which notification shall promptly be confirmed in writing, delivered in person or by telecopier to such LendersAggregate Revolving Committed Amount. Any Competitive Bid, or portion thereof, not timely accepted by the Company and/or timely notified by the Administrative Agent to a Lender as having been accepted shall be deemed rejected. (h) In the case of a LIBOR Margin Bid, the Administrative Agent shall determine Adjusted Dollar LIBOR on the date which is two Business Days prior to the date of the proposed Competitive Loan, and shall promptly thereafter notify the Company and the Lenders whose LIBOR Margin Bids were accepted by the Company of such Adjusted Dollar LIBOR. (i) Each Lender which has had a Competitive Bid, or portion thereof, accepted by the Company shall make the funds for its Competitive Loan(s) available to the Administrative Agent at the Administrative Agent’s Office not later than the Requisite Time for making such funds available on the Business Day specified in such Competitive Loan Request. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, all funds so received shall be made available to the Company. (j) Each Lender’s Competitive Loan shall be evidenced by that Lender’s Competitive Loan Note or by one or more loan accounts or records maintained by such Lender in the Ordinary Course of Business, in each case subject to Section 2.01 (b). (k) Each Competitive Loan shall be due not less than $3,000,000 in the aggregate and payable on integral multiples of $1,000,000 in excess thereof (or the maturity date remaining portion of such Competitive Loanthe Revolving Committed Amount, if less).

Competitive Loans. (a) Subject to the terms and conditions hereofhereof and in reliance upon the representations and warranties set forth herein, from and after the Limitation Date to but not including the earlier of (x) the Maturity Date and (y) the date on which the Commitments terminate in accordance with the provisions of this Credit Agreement, to the extent Hyatt’s Debt Rating is BBB- or Baa3 or better at any time such time, the Borrower may request and from time to time during the Availability Period, each Lender may may, in its sole and absolute discretion make discretion, agree to make, Competitive Loans to the Company Borrower in such principal amounts as the Company may requestDollars; provided, however, that the sum of (i) the aggregate LC Exposure of all Lenders, (ii) the aggregate principal amount of all Dollar Loans made by all Lenders, (iii) the Equivalent Amount at any time of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (iv) the aggregate principal amount of all Competitive Loans, Loans shall not exceed at any time 50% of the combined Commitments; provided, further, that remainder of (x) the Aggregate Revolving Committed Amount less (y) the Dollar Amount (determined as of the most recent Revaluation Date) of the sum of the outstanding Competitive Revolving Loans made by any Lender may exceed its Commitment. The Competitive plus outstanding Swingline Loans shall be deemed to utilize the combined Commitments by an amount equal to the aggregate outstanding principal amount thereof. (b) The Company may irrevocably request Competitive Loans in a Competitive Loan Minimum Amount therefor by delivering a duly completed Competitive Bid Request by Requisite Notice not later than the Competitive Loan Requisite Time therefor. Each Competitive Bid Request shall state whether a Competitive Bid is requested on the basis of a fixed interest rate (an “Absolute Rate Bid”) or on the basis of a margin above or below Adjusted Dollar LIBOR (a “LIBOR Margin Bid”). The Company may not request Competitive Bids for more than three maturities nor request more than one type of Competitive Loan in a single Competitive Bid Request. Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, the Company may not submit a Competitive Bid Request if it has submitted another Competitive Bid Request within the prior five Business Days. (c) No Competitive Bid Request shall be made for an Absolute Rate Bid with a maturity of less than 14 days or more than 180 days, for a LIBOR Margin Bid with a maturity other than one, two, three or six months, or in any case with a maturity date subsequent to the Maturity Date. No more than ten different maturities for Competitive Loans may be outstanding at any time. (d) The Administrative Agent shall promptly notify the Lenders of a Competitive Bid Request by delivering a written copy thereof to the Lenders. Each Lender may, in its sole and absolute discretion, bid or not bid on all or a portion of the Competitive Loans requested in such Competitive Bid Request by delivering by Requisite Notice an irrevocable, duly completed Competitive Bid to the Administrative Agent by the Competitive Loan Requisite Time for delivering Competitive Bids. Any Competitive Bid received after such Competitive Loan Requisite Time, that is in a form other than a duly completed Competitive Bid Request, or that is otherwise not responsive to the Competitive Bid Request shall be disregarded. A Lender may subsequently correct any Competitive Bid containing a manifest error if it does so by the Competitive Loan Requisite Time for delivering Competitive Bids. The Administrative Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s Competitive Bid. (e) The Competitive Bid Maximum offered by a Lender for any Competitive Loan(s) requested in a Competitive Bid may be less than the principal amount of such Competitive Loan(s) requested by the Company, but shall not be less than the Competitive Loan Minimum Amount for any Competitive Loan for which such Lender is bidding. Each Competitive Bid shall expire unless accepted by the Company prior to the Competitive Loan Requisite Time for accepting Competitive Bids. (f) The Administrative Agent shall promptly notify the Company of the names of the Lenders providing conforming Competitive Bids and the terms of such Competitive Bids. The Company may, in its sole and absolute discretion, accept or reject any Competitive Bid, or any portion thereof, provided, that if the Company accepts any Competitive Bid, or any portion thereof, the following shall apply: (i) the Company must notify the Administrative Agent of its acceptance of any Competitive Bids not later than the Competitive Loan Requisite Time for doing soplus LOC Obligations, (ii) with regard to each Lender individually, the Company must accept all Absolute Rate Bids at all lower fixed interest rates before accepting any portion sum of Absolute Rate Bids at a higher fixed interest rate, the Dollar Amount (determined as of the most recent Revaluation Date) of such Lender’s Commitment Percentage of outstanding Revolving Loans plus such Lender’s Commitment Percentage of Swingline Loans plus such Lender’s LOC Commitment Percentage of LOC Obligations shall not exceed such Lender’s Revolving Committed Amount and (iii) the Company must accept all LIBOR Margin Bids at all lower margins over Adjusted Dollar LIBOR before accepting any portion of LIBOR Margin Bids at a higher margin over Adjusted Dollar LIBOR, (iv) each Competitive Loan to be made must be in a Competitive Loan Minimum Amount therefor, (v) if two or more Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then the Company must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Competitive Bid Maximum of each Lender for such Competitive Loan bears with regard to the Lenders collectively, the sum of the aggregate Competitive Bid Maximums Dollar Amount (determined as of all such Lenders for such the most recent Revaluation Date) of outstanding Revolving Loans plus Swingline Loans plus LOC Obligations plus Competitive Loans (subject to clause (iv) above) and (vi) shall not exceed the Company may not accept Competitive Bids for an aggregate amount in excess of the Competitive Loans requested in its Competitive Bid Request. (g) The Administrative Agent shall promptly notify each of the Lenders whose Competitive Bid, or any portion thereof, has been accepted or rejected by the Company by telephone, which notification shall promptly be confirmed in writing, delivered in person or by telecopier to such LendersAggregate Revolving Committed Amount. Any Competitive Bid, or portion thereof, not timely accepted by the Company and/or timely notified by the Administrative Agent to a Lender as having been accepted shall be deemed rejected. (h) In the case of a LIBOR Margin Bid, the Administrative Agent shall determine Adjusted Dollar LIBOR on the date which is two Business Days prior to the date of the proposed Competitive Loan, and shall promptly thereafter notify the Company and the Lenders whose LIBOR Margin Bids were accepted by the Company of such Adjusted Dollar LIBOR. (i) Each Lender which has had a Competitive Bid, or portion thereof, accepted by the Company shall make the funds for its Competitive Loan(s) available to the Administrative Agent at the Administrative Agent’s Office not later than the Requisite Time for making such funds available on the Business Day specified in such Competitive Loan Request. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, all funds so received shall be made available to the Company. (j) Each Lender’s Competitive Loan shall be evidenced by that Lender’s Competitive Loan Note or by one or more loan accounts or records maintained by such Lender in the Ordinary Course of Business, in each case subject to Section 2.01 (b). (k) Each Competitive Loan shall be due not less than $3,000,000 in the aggregate and payable on integral multiples of $1,000,000 in excess thereof (or the maturity date remaining portion of such Competitive Loanthe Revolving Committed Amount, if less).

Competitive Loans. (a) Subject to the terms and conditions hereof, at any time and from time to time during the Availability Periodset forth in this Agreement, each Lender may in its sole and absolute discretion make Competitive Loans to until the Company Maturity Date in such principal amounts as the Company Borrower may from time to time request; providedPROVIDED, howeverHOWEVER, that the sum Outstanding Obligations of (i) all Lenders shall not exceed the combined Commitments at any time, and the aggregate LC Exposure of all Lenders, (ii) the aggregate principal amount of all Dollar Loans made by all Lenders, (iii) the Equivalent Amount at any time of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (iv) the aggregate outstanding principal amount of all Competitive Loans, Loans made by all Lenders shall not exceed the Competitive Loan Sublimit at any time the combined Commitments; provided, further, that the time. The aggregate outstanding principal amount of Competitive Loans made by any Lender may exceed its Commitment; PROVIDED, HOWEVER, that the Outstanding Obligations of each Lender (excluding its outstanding Competitive Loans) shall not exceed such Lender's Commitment. The Competitive Loans shall be deemed to utilize the combined Commitments by an amount equal to the aggregate outstanding principal amount thereof. (b) The Company Borrower may irrevocably request Competitive Loans in a Competitive Loan Minimum Amount therefor by delivering a duly completed Competitive Bid Request by Requisite Notice to Administrative Agent not later than the Competitive Loan Requisite Time therefor. Each Competitive Bid Request shall state whether it is requesting a Competitive Bid is requested on the basis of Loan with a fixed interest rate (an “Absolute Rate Bid”"ABSOLUTE RATE BID") or on the basis of a interest rate margin above or below Adjusted Dollar LIBOR the Eurodollar Base Rate (a “LIBOR Margin Bid”an "EURODOLLAR MARGIN BID"). The Company Borrower may not request Competitive Bids for more than three maturities nor request more than one type of Competitive Loan in a single Competitive Bid Request. Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, the Company Borrower may not submit a Competitive Bid Request if it has submitted another Competitive Bid Request within the prior five Business Days. (c) No Competitive Bid Request shall be made for an Absolute Rate Bid with a maturity of less than 14 days or more than 180 days, for a LIBOR Eurodollar Margin Bid with a maturity other of less than one, two, three one month or six more than twelve months, or in any case with a maturity date subsequent to the Maturity Date. No more than ten different maturities for Competitive Loans may be outstanding at any time. (d) The Administrative Agent shall promptly notify the all Lenders of a Competitive Bid Request by delivering a written copy thereof to the Lendersthereof. Each Lender may, in its sole and absolute discretion, bid or not bid on all or a portion of the Competitive Loans requested in such Competitive Bid Request by delivering by Requisite Notice an irrevocable, duly completed Competitive Bid to the Administrative Agent by the Competitive Loan Requisite Time for delivering Competitive Bids. Any Competitive Bid received after such Competitive Loan Requisite Time, that is in a form other than a duly completed Competitive Bid RequestBid, or that is otherwise not responsive to the Competitive Bid Request Request, shall be disregarded. A Lender may subsequently correct any Competitive Bid containing a manifest error if it does so by the Competitive Loan Requisite Time for delivering Competitive Bids. The Administrative Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s 's Competitive Bid. (e) The Competitive Bid Maximum offered by a Lender for any Competitive Loan(s) requested in a Competitive Bid may be less than the principal amount of such Competitive Loan(s) requested by the CompanyBorrower, but shall not be less than the Competitive Loan Minimum Amount for any Competitive Loan for which such Lender is bidding. Each Competitive Bid shall expire unless accepted by the Company Borrower prior to the Competitive Loan Requisite Time for accepting Competitive Bids. (f) The Administrative Agent shall promptly notify the Company of the names of the Borrower which Lenders providing provided conforming Competitive Bids and the terms of such Competitive Bids. The Company Borrower may, in its sole and absolute discretion, accept or reject any Competitive Bid, or any portion thereof, provided, PROVIDED that if the Company Borrower accepts any Competitive Bid, or any portion thereof, all of the following shall apply: : (i) the Company must Borrower shall notify the Administrative Agent of its such acceptance of any Competitive Bids not later than the Competitive Loan Requisite Time for doing so, (ii) the Company Borrower must accept all Absolute Rate Bids at all lower fixed interest rates before accepting any portion of Absolute Rate Bids at a higher fixed interest rate, (iii) the Company Borrower must accept all LIBOR Eurodollar Margin Bids at all lower margins over Adjusted Dollar LIBOR the Eurodollar Rate before accepting any portion of LIBOR Eurodollar Margin Bids at a higher margin over Adjusted Dollar LIBORthe Eurodollar Rate, (iv) each Competitive Loan to be made must be in a Competitive Loan Minimum Amount therefor, (v) if two or more Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then the Company then, unless otherwise agreed by Borrower, Administrative Agent and such Lenders, Borrower must accept either all of such Competitive Bids or accept such Competitive Bids in the same approximate proportion as the Competitive Bid Maximum of each Lender for such Competitive Loan bears to the aggregate Competitive Bid Maximums of all such Lenders for such Competitive Loans (subject to clause (iv) above) ), and (vi) the Company Borrower may not accept Competitive Bids for an aggregate amount in excess of the Competitive Loans requested in its Competitive Bid Request. Subject to the foregoing, in the event Competitive Bids accepted are in excess of the Competitive Bid Request, the Administrative Agent will allocate Competitive Loans pro rata among the Lenders accepting Competitive Bids. (g) The Administrative Agent shall promptly notify by Requisite Notice each of the Lenders Lender whose Competitive Bid, or any portion thereof, has been accepted or rejected by the Company by telephone, which notification shall promptly be confirmed in writing, delivered in person or by telecopier to such LendersBorrower. Any Competitive Bid, Bid or portion thereof, thereof not timely accepted by the Company Borrower and/or timely notified by the Administrative Agent to a such Lender as having been accepted shall be deemed rejected. (h) In the case of a LIBOR Eurodollar Margin Bid, the Administrative Agent shall determine Adjusted Dollar LIBOR the Eurodollar Rate on the date which is two Business Days prior to the date of the proposed Competitive Loan, and shall promptly thereafter notify the Company Borrower and the Lenders whose LIBOR Eurodollar Margin Bids were accepted by the Company Borrower of such Adjusted Dollar LIBOREurodollar Rate. (i) Each Lender which has had a Competitive Bid, or portion thereof, accepted by the Company Borrower shall make the funds for its Competitive Loan(s) available to the Administrative Agent at the Administrative Agent’s 's Office not later than the Requisite Time for making such funds available on the Business Day specified in such Competitive Loan Request. Upon satisfaction or waiver of the applicable conditions set forth in Article IVSection 4.02, Administrative Agent shall make all funds so received shall be made available to the CompanyBorrower. (j) Each Lender’s Competitive Loan shall be evidenced by that Lender’s Competitive Loan Note or by one or more loan accounts or records maintained by such Lender in the Ordinary Course of Business, in each case subject to Section 2.01 (b). (k) Each Competitive Loan shall be due and payable on the maturity date of such Competitive Loan.

Competitive Loans. (a) Subject to the terms and conditions hereof, at At any time and from time to time during the Availability Competitive Loan Period, each Lender the Borrower may in its sole and absolute discretion make Competitive Loans Bid Requests by 10:00 A.M., Dallas, Texas time at least three Business Days prior to the Company in such principal amounts as the Company may request; provided, however, that the sum proposed date of (i) the aggregate LC Exposure of all Lenders, (ii) the aggregate principal amount of all Dollar Loans made by all Lenders, (iii) the Equivalent Amount at any time of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (iv) the aggregate principal amount of all borrowing for one or more Competitive Loans, shall not exceed at any time the combined Commitments; provided, further, that the outstanding Competitive Loans made by any Lender may exceed its Commitment. The Competitive Loans Borrower shall be deemed to utilize the combined Commitments by an amount equal to the aggregate outstanding principal amount thereof. (b) The Company may irrevocably request Competitive Loans in a Competitive Loan Minimum Amount therefor by delivering a duly completed deliver each Competitive Bid Request to the Administrative Agent (which on the same day of its receipt thereof shall give notice thereof to each Lender by Requisite Notice facsimile of an Invitation To Bid if the Administrative Agent does not later than reject the Competitive Loan Requisite Time thereforBid Request pursuant to this Section 2.6) in a written Competitive Bid Request signed by the Borrower and by telephone during regular business hours at the Administrative Agent's office on the same Business Day. Each Competitive Bid Request shall state whether a specify (A) the proposed date of the borrowing for the requested Competitive Loans, (B) the aggregate amount of the requested Competitive Loans (the "Maximum Request"), which shall (1) not exceed the Aggregate Available Commitment of all Lenders as of the proposed date of the borrowing specified in the Competitive Bid Request and (2) be in an aggregate amount not less than $10,000,000 or $1,000,000 increments in excess thereof, (C) the Interest Period or Interest Periods (up to a maximum of three in any Competitive Bid Request) therefor and the last day of each such Interest Period and (D) if more than one Interest Period is requested on so specified, the basis principal amount allocable to each such Interest Period (which amount in each case shall not be less than $10,000,000 or an integral multiple of a fixed interest rate (an “Absolute Rate Bid”) or on the basis of a margin above or below Adjusted Dollar LIBOR (a “LIBOR Margin Bid”$1,000,000 increments in excess thereof). The Company Administrative Agent shall reject each Competitive Bid Request the Administrative Agent determines (which determination shall be conclusive absent manifest error) does not conform to the requirements of this Section 2.6 and shall notify the Borrower of any such rejection promptly upon the Administrative Agent's receipt of the facsimile notice of such Competitive Bid Request. (b) Each Lender in its sole discretion may (but is not request obligated to) submit one or more Competitive Bids for more to the Administrative Agent in response to any Competitive Bid Request not later than three maturities nor request more than one type 9:30 A.M., Dallas, Texas time on the proposed date of borrowing specified in such Competitive Bid Request (the "Submission Deadline"), by facsimile or in writing, and thereby irrevocably offer to make all or any part (any such part being a "Portion") of any Competitive Loan described in the Competitive Bid Request (i) at the rate of interest per annum (each a single "Bid Rate") specified in such offer and (ii) in the aggregate amount specified in such offer which shall be not less than $1,000,000 or an integral multiple of $100,000 in excess thereof, provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any Competitive Bid in response to any Competitive Bid Request, it shall notify the Borrower of such offer not later than 30 minutes prior to the Submission Deadline for other Lenders respecting such Competitive Bid Request. Unless Multiple Competitive Bids may be delivered to and by the Administrative Agent. The aggregate Portions of Competitive Loans for any or all Interest Periods offered by each Lender in its Competitive Bid may exceed the Maximum Request contained in the relevant Competitive Bid Request, provided that each Competitive Bid shall set forth the maximum aggregate amount of the Competitive Loans offered thereby which the Borrower may accept (the "Maximum Offer"), which Maximum Offer shall not exceed the Maximum Request. If any Lender shall elect not to make a Competitive Bid, such Lender shall so notify the Administrative Agent otherwise agreesby facsimile not later than 30 minutes prior to the Submission Deadline for such Competitive Bid; provided, in its sole and absolute discretionthat, the Company may failure by any Lender to give any such notice shall not submit a obligate such Lender to make any Competitive Bid Request if it has submitted another Competitive Bid Request within the prior five Business DaysLoan or subject such Lender to any liability. (c) No In the case of each Competitive Bid Request, the Administrative Agent shall promptly give notice by telephone (promptly confirmed in writing) to the Borrower of all Competitive Bids received by the Administrative Agent by the Submission Deadline applicable to such Competitive Bid Request which comply in all material respects with Section 2.6(b). The Borrower shall, in its sole discretion, but subject to Section 2.6(d), irrevocably accept or reject each such Competitive Bid (or any Portion thereof) not later than 11:00 A.M., Dallas, Texas time on the day of the Submission Deadline by notice to the Administrative Agent by telephone (confirmed in writing in the form of a Competitive Bid Acceptance or Competitive Bid Rejection, as applicable, promptly the same day. Promptly on the same day, the Administrative Agent, following its receipt from the Borrower of such telephonic notice and Competitive Bid Acceptance or Competitive Bid Rejection, as applicable, will give notice to each Lender that submitted a Competitive Bid as to the extent, if any, that such Lender's Competitive Bid shall have been accepted. If the Administrative Agent fails to receive a Competitive Bid Acceptance or Competitive Bid Rejection notice from the Borrower of any Competitive Bids at or prior to 11:00 A.M., Dallas, Texas time on such day, all such Competitive Bids shall be made for an Absolute Rate deemed to have been rejected by the Borrower, and the Administrative Agent will give to each Lender that submitted a Competitive Bid with notice of such rejection by telephone on such day. In due course following the acceptance of any Competitive Bid, the Administrative Agent shall notify each Lender that submitted a maturity Competitive Bid, in the form of less than 14 days or more than 180 daysa Competitive Loan Confirmation, for a LIBOR Margin Bid with a maturity other than oneof the amount, two, three or six months, or in any case with a maturity date subsequent to the Maturity Date. No more than ten different maturities and Bid Rate for each Competitive Loans may be outstanding at any timeLoan. (d) If the Borrower accepts a Portion of a proposed Competitive Loan for a single Interest Period at the Bid Rate provided therefor in a Lender's Competitive Bid, such Portion shall be in a principal amount of $1,000,000 (subject to such lesser allocation as may be made pursuant to the provisions of this Section 2.6(d)) or $100,000 increments in excess thereof. The Administrative Agent shall promptly notify aggregate principal amount of Competitive Loans accepted by the Lenders of Borrower following Competitive Bids responding to a Competitive Bid Request by delivering a written copy thereof to the Lenders. Each Lender may, in its sole and absolute discretion, bid or not bid on all or a portion of the Competitive Loans requested in such Competitive Bid Request by delivering by Requisite Notice an irrevocable, duly completed Competitive Bid to the Administrative Agent by the Competitive Loan Requisite Time for delivering Competitive Bids. Any Competitive Bid received after such Competitive Loan Requisite Time, that is in a form other than a duly completed Competitive Bid Request, or that is otherwise not responsive to the Competitive Bid Request shall be disregarded. A Lender may subsequently correct any Competitive Bid containing a manifest error if it does so by the Competitive Loan Requisite Time for delivering Competitive Bids. The Administrative Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s Competitive Bid. (e) The Competitive Bid Maximum offered by a Lender for any Competitive Loan(s) requested in a Competitive Bid may be less than but shall not exceed the Maximum Request. The aggregate principal amount of such Competitive Loan(s) requested Loans accepted by the Company, but shall not be less than the Competitive Loan Minimum Amount for any Competitive Loan for which such Lender is bidding. Each Borrower pursuant to a Lender's Competitive Bid shall expire unless accepted by not exceed the Company prior to Maximum Offer therein contained. If the Borrower accepts any Competitive Loan Requisite Time for accepting Competitive Bids. (f) The Administrative Agent shall promptly notify the Company of the names of the Lenders providing conforming Competitive Bids and the terms of such Competitive Bids. The Company may, Loans or Portion offered in its sole and absolute discretion, accept or reject any Competitive Bid, the Borrower must accept Competitive Bids (and Competitive Loans and Portions thereby offered) based exclusively on the successively lowest Bid Rates within each Interest Period and no other criteria. If two or more Lenders submit Competitive Bids with identical Bid Rates for the same Interest Period and the Borrower accepts any portion thereof, the Borrower shall, subject to the first three sentences of this Section 2.6(d), accept all such Competitive Bids as nearly as possible in proportion to the amounts of such Lenders' respective Competitive Bids with identical Bid Rates for such Interest Period, provided, that if the Company accepts any amount of Competitive Bid, Loans to be so allocated is not sufficient to enable each such Lender to make such Competitive Loan (or any portion Portions thereof) in an aggregate principal amount of $1,000,000 or $100,000 increments in excess thereof, the following Borrower shall apply: (i) round the Company must notify the Administrative Agent of its acceptance of any Competitive Bids not later than the Competitive Loan Requisite Time for doing so, (ii) the Company must accept all Absolute Rate Bids at all lower fixed interest rates before accepting any portion of Absolute Rate Bids at a higher fixed interest rate, (iii) the Company must accept all LIBOR Margin Bids at all lower margins over Adjusted Dollar LIBOR before accepting any portion of LIBOR Margin Bids at a higher margin over Adjusted Dollar LIBOR, (iv) each Competitive Loan to be made must be in a Competitive Loan Minimum Amount therefor, (v) if two or more Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then the Company must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Competitive Bid Maximum of each Lender for such Competitive Loan bears to the aggregate Competitive Bid Maximums of all such Lenders for such Competitive Loans (subject or Portions thereof) allocated to clause (iv) above) and (vi) such Lender or Lenders as the Company may not accept Competitive Bids for an aggregate amount in excess Borrower shall select as necessary to a minimum of $200,000 and, if greater than $200,000, the Competitive Loans requested in its Competitive Bid Requestnearest multiple of $100,000. (ge) The Administrative Agent shall promptly notify Not later than 3:00 P.M., Dallas, Texas time on the relevant date of borrowing, each of the Lenders Lender whose Competitive Bid, or any portion thereof, has been accepted or rejected by the Company by telephone, which notification shall promptly be confirmed in writing, delivered in person or by telecopier to such Lenders. Any Competitive Bid, or portion thereof, not timely Bid was accepted by the Company and/or timely notified by the Administrative Agent to a Lender as having been accepted shall be deemed rejected. (h) In the case of a LIBOR Margin Bid, the Administrative Agent shall determine Adjusted Dollar LIBOR on the date which is two Business Days prior to the date of the proposed Competitive Loan, and shall promptly thereafter notify the Company and the Lenders whose LIBOR Margin Bids were accepted by the Company of such Adjusted Dollar LIBOR. (i) Each Lender which has had a Competitive Bid, or portion thereof, accepted by the Company Borrower shall make the funds for its Competitive Loan(s) available to the Administrative Agent at the office of the Administrative Agent’s Office not later than the Requisite Time for making such funds available on the Business Day Agent specified in such Competitive Loan Request. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, all funds so received shall be made available to the Company. (j) Each Lender’s Competitive Loan shall be evidenced by that Lender’s Competitive Loan Note or by one or more loan accounts or records maintained by such Lender in the Ordinary Course of BusinessSection 11.2, in each case subject to Section 2.01 (b). (k) Each Competitive Loan shall be due and payable on immediately available funds, the maturity date proceeds of such Lender's Competitive Loan.Loan(s). After the

Competitive Loans. (a) Subject to the terms and conditions hereof, at any time and from time to time during the Availability Period, each Lender Bank may in its sole and absolute discretion make Competitive Loans to the Company Borrower in such principal amounts as the Company Borrower may request; provided, however, that the sum of (i) the aggregate LC Exposure of all Lenders, (ii) the aggregate principal amount 39 of all Dollar Loans made by all Lenders, (iii) the Equivalent Amount at any time of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (iv) the aggregate principal amount of all Competitive Loans, Banks shall not exceed at any time the combined Commitments; provided, further, that the outstanding Competitive Loans made by any Lender Bank may exceed its Commitment. The Competitive Loans shall be deemed to utilize the combined Commitments by an amount equal to the aggregate outstanding principal amount thereof. (b) The Company Borrower may irrevocably request Competitive Loans in a Competitive Loan Minimum Amount therefor by delivering a duly completed Competitive Bid Request by Requisite Notice not later than the Competitive Loan Requisite Time therefor. Each Competitive Bid Request shall state whether a Competitive Bid is requested on the basis of a fixed interest rate (an “"Absolute Rate Bid”") or on the basis of a margin above or below Adjusted Dollar LIBOR the Offshore Rate (a “LIBOR an "Offshore Margin Bid”"). The Company Borrower may not request Competitive Bids for more than three maturities nor request more than one type of Competitive Loan in a single Competitive Bid Request. Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, the Company Borrower may not submit a Competitive Bid Request if it has submitted another Competitive Bid Request within the prior five Business Days. (c) No Competitive Bid Request shall be made for an Absolute Rate Bid with a maturity of less than 14 days or more than 180 days, for a LIBOR an Offshore Margin Bid with a maturity other of less than one, two, three two weeks or more than six months, or in any case with a maturity date subsequent to the Maturity Date. No more than ten different maturities for Competitive Loans may be outstanding at any time. (d) The Administrative Agent shall promptly notify the Lenders Banks of a Competitive Bid Request by delivering a written copy thereof to the LendersBanks. Each Lender Bank may, in its sole and absolute discretion, bid or not bid on all or a portion of the Competitive Loans requested in such Competitive Bid Request by delivering by Requisite Notice an irrevocable, duly completed Competitive Bid to the Administrative Agent by the Competitive Loan Requisite Time for delivering Competitive Bids. Any Competitive Bid received after such Competitive Loan Requisite Time, that is in a form other than a duly completed Competitive Bid Request, or that is otherwise not responsive to the Competitive Bid Request shall be disregarded. A Lender Bank may subsequently correct any Competitive Bid containing a manifest error if it does so by the Competitive Loan Requisite Time for delivering Competitive Bids. The Administrative Agent may, but shall not be required to, notify any Lender Bank of any manifest error it detects in such Lender’s Bank's Competitive Bid. (e) The Competitive Bid Maximum offered by a Lender Bank for any Competitive Loan(s) requested in a Competitive Bid may be less than the principal amount of such Competitive Loan(s) 40 requested by the CompanyBorrower, but shall not be less than the Competitive Loan Minimum Amount for any Competitive Loan for which such Lender Bank is bidding. Each Competitive Bid shall expire unless accepted by the Company Borrower prior to the Competitive Loan Requisite Time for accepting Competitive Bids. (f) The Administrative Agent shall promptly notify the Company Borrower of the names of the Lenders Banks providing conforming Competitive Bids and the terms of such Competitive Bids. The Company Borrower may, in its sole and absolute discretion, accept or reject any Competitive Bid, or any portion thereof, provided, that if the Company Borrower accepts any Competitive Bid, or any portion thereof, the following shall apply: : (i) the Company Borrower must notify the Administrative Agent of its acceptance of any Competitive Bids not later than the Competitive Loan Requisite Time for doing so, (ii) the Company Borrower must accept all Absolute Rate Bids at all lower fixed interest rates before accepting any portion of Absolute Rate Bids at a higher fixed interest rate, (iii) the Company Borrower must accept all LIBOR Offshore Margin Bids at all lower margins over Adjusted Dollar LIBOR the Offshore Rate before accepting any portion of LIBOR Offshore Margin Bids at a higher margin over Adjusted Dollar LIBORthe Offshore Rate, (iv) each Competitive Loan to be made must be in a Competitive Loan Minimum Amount therefor, (v) if two or more Lenders Banks have submitted a Competitive Bid at the same fixed interest rate or margin, then the Company Borrower must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Competitive Bid Maximum of each Lender Bank for such Competitive Loan bears to the aggregate Competitive Bid Maximums of all such Lenders Banks for such Competitive Loans (subject to clause (iv) above) and (vi) the Company Borrower may not accept Competitive Bids for an aggregate amount in excess of the Competitive Loans requested in its Competitive Bid Request. (g) The Administrative Agent shall promptly notify each of the Lenders Banks whose Competitive Bid, or any portion thereof, has been accepted or rejected by the Company Borrower by telephone, which notification shall promptly be confirmed in writing, delivered in person or by telecopier to such LendersBanks. Any Competitive Bid, or portion thereof, not timely accepted by the Company Borrower and/or timely notified by the Administrative Agent to a Lender Bank as having been accepted shall be deemed rejected. (h) In the case of a LIBOR an Offshore Margin Bid, the Administrative Agent shall determine Adjusted Dollar LIBOR the Offshore Rate on the date which is two Business Days prior to the date of the proposed Competitive Loan, and shall promptly thereafter notify the Company Borrower and the Lenders Banks whose LIBOR Offshore Margin Bids were accepted by the Company Borrower of such Adjusted Dollar LIBOROffshore Rate. (i) Each Lender Bank which has had a Competitive Bid, or portion thereof, accepted by the Company Borrower shall make the funds for its Competitive Loan(s) available to the Administrative Agent 41 at the Administrative Agent’s 's Office not later than the Requisite Time for making such funds available on the Business Day specified in such Competitive Loan Request. Upon satisfaction or waiver of the applicable conditions set forth in Article IVSection 4, all funds so received shall be made available to the CompanyBorrower. (j) Each Lender’s Competitive Loan shall be evidenced by that Lender’s Competitive Loan Note or by one or more loan accounts or records maintained by such Lender in the Ordinary Course of Business, in each case subject to Section 2.01 (b). (k) Each Competitive Loan shall be due and payable on the maturity date of such Competitive Loan.

Competitive Loans. (a) Subject to the terms and conditions hereof, at any time and from time to time during the Availability Period, each Lender may in its sole and absolute discretion make Competitive Loans to the Company in such principal amounts as the Company may request; provided, however, that the sum of (i) the aggregate LC Exposure of all Lenders, (ii) the aggregate principal amount of all Dollar Loans made by all Lenders, (iii) the Equivalent Amount at any time of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (iv) the aggregate principal amount of all Competitive Loans, Lenders shall not exceed at any time the combined Commitments; provided, further, that the outstanding Competitive Loans made by any Lender may exceed its Commitment. The Competitive Loans shall be deemed to utilize the combined Commitments by an amount equal to the aggregate outstanding principal amount thereof. (b) The Company may irrevocably request Competitive Loans in a Competitive Loan Minimum Amount therefor by delivering a duly completed Competitive Bid Request by Requisite Notice not later than the Competitive Loan Requisite Time therefor. Each Competitive Bid Request shall state whether a Competitive Bid is requested on the basis of a fixed interest rate (an “"Absolute Rate Bid”") or on the basis of a margin above or below Adjusted Dollar LIBOR (a “"LIBOR Margin Bid”"). The Company may not request Competitive Bids for more than three maturities nor request more than one type of Competitive Loan in a single Competitive Bid Request. Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, the Company may not submit a Competitive Bid Request if it has submitted another Competitive Bid Request within the prior five Business Days. (c) No Competitive Bid Request shall be made for an Absolute Rate Bid with a maturity of less than 14 days or more than 180 days, for a LIBOR Margin Bid with a maturity other than one, two, three or six months, or in any case with a maturity date subsequent to the Maturity Date. No more than ten different maturities for Competitive Loans may be outstanding at any time. (d) The Administrative Agent shall promptly notify the Lenders of a Competitive Bid Request by delivering a written copy thereof to the Lenders. Each Lender may, in its sole and absolute discretion, bid or not bid on all or a portion of the Competitive Loans requested in such Competitive Bid Request by delivering by Requisite Notice an irrevocable, duly completed Competitive Bid to the Administrative Agent by the Competitive Loan Requisite Time for delivering Competitive Bids. Any Competitive Bid received after such Competitive Loan Requisite Time, that is in a form other than a duly completed Competitive Bid Request, or that is otherwise not responsive to the Competitive Bid Request shall be disregarded. A Lender may subsequently correct any Competitive Bid containing a manifest error if it does so by the Competitive Loan Requisite Time for delivering Competitive Bids. The Administrative Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s 's Competitive Bid. (e) The Competitive Bid Maximum offered by a Lender for any Competitive Loan(s) requested in a Competitive Bid may be less than the principal amount of such Competitive Loan(s) requested by the Company, but shall not be less than the Competitive Loan Minimum Amount for any Competitive Loan for which such Lender is bidding. Each Competitive Bid shall expire unless accepted by the Company prior to the Competitive Loan Requisite Time for accepting Competitive Bids. (f) The Administrative Agent shall promptly notify the Company of the names of the Lenders providing conforming Competitive Bids and the terms of such Competitive Bids. The Company may, in its sole and absolute discretion, accept or reject any Competitive Bid, or any portion thereof, provided, that if the Company accepts any Competitive Bid, or any portion thereof, the following shall apply: (i) the Company must notify the Administrative Agent of its acceptance of any Competitive Bids not later than the Competitive Loan Requisite Time for doing so, (ii) the Company must accept all Absolute Rate Bids at all lower fixed interest rates before accepting any portion of Absolute Rate Bids at a higher fixed interest rate, (iii) the Company must accept all LIBOR Margin Bids at all lower margins over Adjusted Dollar LIBOR before accepting any portion of LIBOR Margin Bids at a higher margin over Adjusted Dollar LIBOR, (iv) each Competitive Loan to be made must be in a Competitive Loan Minimum Amount therefor, (v) if two or more Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then the Company must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Competitive Bid Maximum of each Lender for such Competitive Loan bears to the aggregate Competitive Bid Maximums of all such Lenders for such Competitive Loans (subject to clause (iv) above) and (vi) the Company may not accept Competitive Bids for an aggregate amount in excess of the Competitive Loans requested in its Competitive Bid Request. (g) The Administrative Agent shall promptly notify each of the Lenders whose Competitive Bid, or any portion thereof, has been accepted or rejected by the Company by telephone, which notification shall promptly be confirmed in writing, delivered in person or by telecopier to such Lenders. Any Competitive Bid, or portion thereof, not timely accepted by the Company and/or timely notified by the Administrative Agent to a Lender as having been accepted shall be deemed rejected. (h) In the case of a LIBOR Margin Bid, the Administrative Agent shall determine Adjusted Dollar LIBOR on the date which is two Business Days prior to the date of the proposed Competitive Loan, and shall promptly thereafter notify the Company and the Lenders whose LIBOR Margin Bids were accepted by the Company of such Adjusted Dollar LIBOR. (i) Each Lender which has had a Competitive Bid, or portion thereof, accepted by the Company shall make the funds for its Competitive Loan(s) available to the Administrative Agent at the Administrative Agent’s 's Office not later than the Requisite Time for making such funds available on the Business Day specified in such Competitive Loan Request. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, all funds so received shall be made available to the Company. (j) Each Lender’s 's Competitive Loan shall be evidenced by that Lender’s 's Competitive Loan Note or by one or more loan accounts or records maintained by such Lender in the Ordinary Course of Business, in each case subject to Section 2.01 (b2.01(b). (k) Each Competitive Loan shall be due and payable on the maturity date of such Competitive Loan.

Competitive Loans. (a) Subject to the terms and conditions hereof, at any time and from time to time during the Availability Period, each Lender Bank may in its sole and absolute discretion make Competitive Loans to the Company Borrower in such principal amounts as the Company Borrower may request; provided, however, that the sum of (i) the aggregate LC Exposure Outstanding Obligations of all Lenders, (ii) the aggregate principal amount of all Dollar Loans made by all Lenders, (iii) the Equivalent Amount at any time of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (iv) the aggregate principal amount of all Competitive Loans, Banks shall not exceed the combined Commitments at any time the combined Commitmentstime; provided, further, that the outstanding Competitive Loans made by any Lender Bank may exceed its Commitment. The Competitive Loans shall be deemed to utilize the combined Commitments by an amount equal to the aggregate outstanding principal amount thereof. (b) The Company Borrower may irrevocably request Competitive Loans in Dollars in a Competitive Loan Minimum Amount therefor by delivering a duly completed Competitive Bid Request by Requisite Notice to the Agent not later than the Competitive Loan Requisite Time therefor. Each Competitive Bid Request shall state whether a Competitive Bid is requested on the basis of a fixed interest rate (an “"Absolute Rate Bid”") or on the basis of a margin above or below Adjusted Dollar LIBOR the Offshore Base Rate (a “LIBOR Margin an "Offshore Rate Bid”"). The Company Borrower may not request Competitive Bids for more than three maturities nor request more than one type of Competitive Loan in a single Competitive Bid Request. Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, the Company Borrower may not submit a Competitive Bid Request if it has submitted another Competitive Bid Request within the prior five Business Days. (c) No Competitive Bid Request shall be made for an Absolute Rate Bid with a maturity of less than 14 30 days or more than 180 days, for a LIBOR Margin an Offshore Rate Bid with a maturity other than one, two, three or six months, or in any case with a maturity date subsequent to the Maturity Date. No more than ten different maturities for Competitive Loans may be outstanding at any time.of (d) The Administrative Agent shall promptly notify the Lenders Banks of a Competitive Bid Request by delivering a written copy thereof to the LendersBanks. Each Lender Bank may, in its sole and absolute discretion, bid or not bid on all or a portion of the Competitive Loans requested in such Competitive Bid Request by delivering by Requisite Notice an irrevocable, duly completed Competitive Bid to the Administrative Agent by the Competitive Loan Requisite Time for delivering Competitive Bids. Any Competitive Bid received after such Competitive Loan Requisite Time, that is in a form other than a duly completed Competitive Bid Request, or that is otherwise not responsive to the Competitive Bid Request shall be disregarded. A Lender Bank may subsequently correct any Competitive Bid containing a manifest error if it does so by the Competitive Loan Requisite Time for delivering Competitive Bids. The Administrative Agent may, but shall not be required to, notify any Lender Bank of any manifest error it detects in such Lender’s Bank's Competitive Bid. (e) The Competitive Bid Maximum offered by a Lender Bank for any Competitive Loan(s) requested in a Competitive Bid may be less than the principal amount of such Competitive Loan(s) requested by the CompanyBorrower, but shall not be less than the Competitive Loan Minimum Amount for any Competitive Loan for which such Lender Bank is bidding. Each Competitive Bid shall expire unless accepted by the Company Borrower prior to the Competitive Loan Requisite Time for accepting Competitive Bids. (f) The Administrative Agent shall promptly notify the Company Borrower of the names of the Lenders Banks providing conforming Competitive Bids and the terms of such Competitive Bids. The Company Borrower may, in its sole and absolute discretion, accept or reject any Competitive Bid, or any portion thereof, provided, that if the Company Borrower accepts any Competitive Bid, or any portion thereof, the following shall apply: : (i) the Company Borrower must notify the Administrative Agent of its acceptance of any Competitive Bids not later than the Competitive Loan Requisite Time for doing so, (ii) the Company Borrower must accept all Absolute Rate Bids at all lower fixed interest rates before accepting any portion of Absolute Rate Bids at a higher fixed interest rate, (iii) the Company Borrower must accept all LIBOR Margin Offshore Rate Bids at all lower margins over Adjusted Dollar LIBOR the Offshore Base Rate before accepting any portion of LIBOR Margin Offshore Rate Bids at a higher margin over Adjusted Dollar LIBORthe Offshore Base Rate, (iv) each Competitive Loan to be made must be in a Competitive Loan Minimum Amount therefor, (v) if two or more Lenders Banks have submitted a Competitive Bid at the same fixed interest rate or margin, then the Company Borrower must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Competitive Bid Maximum of each Lender Bank for such Competitive Loan bears to the aggregate Competitive Bid Maximums of all such Lenders Banks for such Competitive Loans (subject to clause (iv) above) and (vi) the Company Borrower may not accept Competitive Bids for an aggregate amount in excess of the Competitive Loans requested in its Competitive Bid Request. (g) The Administrative Agent shall promptly notify each of the Lenders Banks whose Competitive Bid, or any portion thereof, has been accepted or rejected by the Company Borrower by telephone, which notification shall promptly be confirmed in writing, delivered in person or by telecopier to such LendersBanks. Any Competitive Bid, or portion thereof, not timely accepted by the Company Borrower and/or timely notified by the Administrative Agent to a Lender Bank as having been accepted shall be deemed rejected. (h) In the case of a LIBOR Margin Offshore Rate Bid, the Administrative Agent shall determine Adjusted Dollar LIBOR the Offshore Base Rate on the date which is two Business Days prior to the date of the proposed Competitive Loan, and shall promptly thereafter notify the Company Borrower and the Lenders Banks whose LIBOR Margin Offshore Rate Bids were accepted by the Company Borrower of such Adjusted Dollar LIBOROffshore Base Rate. (i) Each Lender Bank which has had a Competitive Bid, or portion thereof, accepted by the Company Borrower shall make the funds for its Competitive Loan(s) available to the Administrative Agent at the Administrative Agent’s 's Office not later than the Requisite Time for making such funds available on the Business Day specified in such Competitive Loan Request. Upon satisfaction or waiver of the applicable conditions set forth in Article IVSection 4, all funds so received shall be made available to the CompanyBorrower. (j) The Agent shall notify all Banks promptly after each Competitive Bid auction of the ranges of bids submitted and accepted for each Competitive Loan and the aggregate amount of Competitive Loans borrowed. (k) Each Lender’s Bank's Competitive Loan shall be evidenced by that Lender’s Bank's Competitive Loan Note or by one or more loan accounts or records maintained by such Lender Bank in the Ordinary Course ordinary course of Businessbusiness, in each case subject to Section 2.01 (b2.1(b). (kl) Each Competitive Loan shall be due and payable on the maturity date of such Competitive Loan. (m) Any Bank may designate one or more Competitive Loan Designated Bidders to have a right, in addition to itself, to offer and make Competitive Loans Bid Loans hereunder by causing such Competitive Loan Designated Bidders to become a party to this Agreement by duly executing and delivering to the Agent a Competitive Loan Designated Bidder Joinder Agreement substantially in the form of Exhibit E-4 hereto. The Agent shall notify Borrower of any such Competitive Loan Designated Bidders. Upon the Agent accepting an appropriately completed Competitive Loan Designated Bidder Joinder Agreement, the Designated Bidder shall be deemed to be a direct party to this Agreement subject to the following: (i) a Competitive Loan Designated Bidder shall have the rights and obligations of a Bank under this Section 2.3, including being solely liable for the performance of its obligations relating to its Competitive Loans, except that the designating Bank may retain some or all of such rights, such as receiving and giving notices directly from and to the Agent and funding and receiving payments directly through the Agent, as provided in a Competitive Loan Designated Bidder Joinder Agreement; and (ii) except as aforesaid, a Competitive Loan Designated Bidder shall have only the rights of a participant with respect to its Competitive Loans as set forth in Section 10.8(e); provided, however, that notwithstanding Section 10.8(e)(iii), a Competitive Loan Designated Bidder shall have rights only under Sections 3.1, 3.5 and 3.6 and Section 10.9, unless the Competitive Loan Designated Bidder Joinder Agreement provides that the Competitive Loan Designated Bidder shall have fewer rights. (n) Borrower shall pay to the Agent for its own account an administration fee in an amount set forth in a letter agreement dated August 22, 1997 between Borrower and the Agent for each Competitive Bid Request submitted (whether or not any bids are submitted or accepted) which fee shall be payable quarterly in arrears on each Quarterly Payment Date and on the Maturity Date.

Competitive Loans. (a) Subject to the terms and conditions hereof, at At any time and from time to time during the Availability Competitive Loan Period, each Lender the Borrower may in its sole and absolute discretion make Competitive Loans Bid Requests by 10:00 A.M., Dallas, Texas time at least three Business Days prior to the Company in such principal amounts as the Company may request; provided, however, that the sum proposed date of (i) the aggregate LC Exposure of all Lenders, (ii) the aggregate principal amount of all Dollar Loans made by all Lenders, (iii) the Equivalent Amount at any time of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (iv) the aggregate principal amount of all borrowing for one or more Competitive Loans, shall not exceed at any time the combined Commitments; provided, further, that the outstanding Competitive Loans made by any Lender may exceed its Commitment. The Competitive Loans Borrower shall be deemed to utilize the combined Commitments by an amount equal to the aggregate outstanding principal amount thereof. (b) The Company may irrevocably request Competitive Loans in a Competitive Loan Minimum Amount therefor by delivering a duly completed deliver each Competitive Bid Request to the Administrative Agent (which on the same day of its receipt thereof shall give notice thereof to each Lender by Requisite Notice facsimile of an Invitation To Bid if the Administrative Agent does not later than reject the Competitive Loan Requisite Time thereforBid Request pursuant to this Section 2.6) in a written Competitive Bid Request signed by the Borrower and by telephone during regular business hours at the Administrative Agent's office on the same Business Day. Each Competitive Bid Request shall state whether a specify (A) the proposed date of the borrowing for the requested Competitive Loans, (B) the aggregate amount of the requested Competitive Loans (the "Maximum Request"), which shall (1) not exceed the Aggregate Available Commitment of all Lenders as of the proposed date of the borrowing specified in the Competitive Bid Request and (2) be in an aggregate amount not less than $10,000,000 or $1,000,000 increments in excess thereof, (C) the Interest Period or Interest Periods (up to a maximum of three in any Competitive Bid Request) therefor and the last day of each such Interest Period and (D) if more than one Interest Period is requested on so specified, the basis principal amount allocable to each such Interest Period (which amount in each case shall not be less than $10,000,000 or an integral multiple of a fixed interest rate (an “Absolute Rate Bid”) or on the basis of a margin above or below Adjusted Dollar LIBOR (a “LIBOR Margin Bid”$1,000,000 increments in excess thereof). The Company Administrative Agent shall reject each Competitive Bid Request the Administrative Agent determines (which determination shall be conclusive absent manifest error) does not conform to the requirements of this Section 2.6 and shall notify the Borrower of any such rejection promptly upon the Administrative Agent's receipt of the facsimile notice of such Competitive Bid Request. (b) Each Lender in its sole discretion may (but is not request obligated to) submit one or more Competitive Bids for more to the Administrative Agent in response to any Competitive Bid Request not later than three maturities nor request more than one type 9:30 A.M., Dallas, Texas time on the proposed date of borrowing specified in such Competitive Bid Request (the "Submission Deadline"), by facsimile or in writing, and thereby irrevocably offer to make all or any part (any such part being a "Portion") of any Competitive Loan described in the Competitive Bid Request (i) at the rate of interest per annum (each a single "Bid Rate") specified in such offer and (ii) in the aggregate amount specified in such offer which shall be not less than $1,000,000 or an integral multiple of $100,000 in excess thereof, provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any Competitive Bid in response to any Competitive Bid Request, it shall notify the Borrower of such offer not later than 30 minutes prior to the Submission Deadline for other Lenders respecting such Competitive Bid Request. Unless Multiple Competitive Bids may be delivered to and by the Administrative Agent. The aggregate Portions of Competitive Loans for any or all Interest Periods offered by each Lender in its Competitive Bid may exceed the Maximum Request contained in the relevant Competitive Bid Request, provided that each Competitive Bid shall set forth the maximum aggregate amount of the Competitive Loans offered thereby which the Borrower may accept (the "Maximum Offer"), which Maximum Offer shall not exceed the Maximum Request. If any Lender shall elect not to make a Competitive Bid, such Lender shall so notify the Administrative Agent otherwise agreesby facsimile not later than 30 minutes prior to the Submission Deadline for such Competitive Bid; provided, in its sole and absolute discretionthat, the Company may failure by any Lender to give any such notice shall not submit a obligate such Lender to make any Competitive Bid Request if it has submitted another Competitive Bid Request within the prior five Business DaysLoan or subject such Lender to any liability. (c) No In the case of each Competitive Bid Request, the Administrative Agent shall promptly give notice by telephone (promptly confirmed in writing) to the Borrower of all Competitive Bids received by the Administrative Agent by the Submission Deadline applicable to such Competitive Bid Request which comply in all material respects with Section 2.6(b). The Borrower shall, in its sole discretion, but subject to Section 2.6(d), irrevocably accept or reject each such Competitive Bid (or any Portion thereof) not later than 11:00 A.M., Dallas, Texas time on the day of the Submission Deadline by notice to the Administrative Agent by telephone (confirmed in writing in the form of a Competitive Bid Acceptance or Competitive Bid Rejection, as applicable, promptly the same day). Promptly on the same day, the Administrative Agent, following its receipt from the Borrower of such telephonic notice and Competitive Bid Acceptance or Competitive Bid Rejection, as applicable, will give notice to each Lender that submitted a Competitive Bid as to the extent, if any, that such Lender's Competitive Bid shall have been accepted. If the Administrative Agent fails to receive a Competitive Bid Acceptance or Competitive Bid Rejection notice from the Borrower of any Competitive Bids at or prior to 11:00 A.M., Dallas, Texas time on such day, all such Competitive Bids shall be made for an Absolute Rate deemed to have been rejected by the Borrower, and the Administrative Agent will give to each Lender that submitted a Competitive Bid with notice of such rejection by telephone on such day. In due course following the acceptance of any Competitive Bid, the Administrative Agent shall notify each Lender that submitted a maturity Competitive Bid, in the form of less than 14 days or more than 180 daysa Competitive Loan Confirmation, for a LIBOR Margin Bid with a maturity other than oneof the amount, two, three or six months, or in any case with a maturity date subsequent to the Maturity Date. No more than ten different maturities and Bid Rate for each Competitive Loans may be outstanding at any timeLoan. (d) If the Borrower accepts a Portion of a proposed Competitive Loan for a single Interest Period at the Bid Rate provided therefor in a Lender's Competitive Bid, such Portion shall be in a principal amount of $1,000,000 (subject to such lesser allocation as may be made pursuant to the provisions of this Section 2.6(d)) or $100,000 increments in excess thereof. The Administrative Agent shall promptly notify aggregate principal amount of Competitive Loans accepted by the Lenders of Borrower following Competitive Bids responding to a Competitive Bid Request by delivering a written copy thereof to the Lenders. Each Lender may, in its sole and absolute discretion, bid or not bid on all or a portion of the Competitive Loans requested in such Competitive Bid Request by delivering by Requisite Notice an irrevocable, duly completed Competitive Bid to the Administrative Agent by the Competitive Loan Requisite Time for delivering Competitive Bids. Any Competitive Bid received after such Competitive Loan Requisite Time, that is in a form other than a duly completed Competitive Bid Request, or that is otherwise not responsive to the Competitive Bid Request shall be disregarded. A Lender may subsequently correct any Competitive Bid containing a manifest error if it does so by the Competitive Loan Requisite Time for delivering Competitive Bids. The Administrative Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s Competitive Bid. (e) The Competitive Bid Maximum offered by a Lender for any Competitive Loan(s) requested in a Competitive Bid may be less than but shall not exceed the Maximum Request. The aggregate principal amount of such Competitive Loan(s) requested Loans accepted by the Company, but shall not be less than the Competitive Loan Minimum Amount for any Competitive Loan for which such Lender is bidding. Each Borrower pursuant to a Lender's Competitive Bid shall expire unless accepted by not exceed the Company prior to Maximum Offer therein contained. If the Borrower accepts any Competitive Loan Requisite Time for accepting Competitive Bids. (f) The Administrative Agent shall promptly notify the Company of the names of the Lenders providing conforming Competitive Bids and the terms of such Competitive Bids. The Company may, Loans or Portion offered in its sole and absolute discretion, accept or reject any Competitive Bid, the Borrower must accept Competitive Bids (and Competitive Loans and Portions thereby offered) based exclusively on the successively lowest Bid Rates within each Interest Period and no other criteria. If two or more Lenders submit Competitive Bids with identical Bid Rates for the same Interest Period and the Borrower accepts any portion thereof, the Borrower shall, subject to the first three sentences of this Section 2.6(d), accept all such Competitive Bids as nearly as possible in proportion to the amounts of such Lenders' respective Competitive Bids with identical Bid Rates for such Interest Period, provided, that if the Company accepts any amount of Competitive Bid, Loans to be so allocated is not sufficient to enable each such Lender to make such Competitive Loan (or any portion Portions thereof) in an aggregate principal amount of $1,000,000 or $100,000 increments in excess thereof, the following Borrower shall apply: (i) round the Company must notify the Administrative Agent of its acceptance of any Competitive Bids not later than the Competitive Loan Requisite Time for doing so, (ii) the Company must accept all Absolute Rate Bids at all lower fixed interest rates before accepting any portion of Absolute Rate Bids at a higher fixed interest rate, (iii) the Company must accept all LIBOR Margin Bids at all lower margins over Adjusted Dollar LIBOR before accepting any portion of LIBOR Margin Bids at a higher margin over Adjusted Dollar LIBOR, (iv) each Competitive Loan to be made must be in a Competitive Loan Minimum Amount therefor, (v) if two or more Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then the Company must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Competitive Bid Maximum of each Lender for such Competitive Loan bears to the aggregate Competitive Bid Maximums of all such Lenders for such Competitive Loans (subject or Portions thereof) allocated to clause (iv) above) and (vi) such Lender or Lenders as the Company may not accept Competitive Bids for an aggregate amount in excess Borrower shall select as necessary to a minimum of $200,000 and, if greater than $200,000, the Competitive Loans requested in its Competitive Bid Requestnearest multiple of $100,000. (ge) The Administrative Agent shall promptly notify Not later than 3:00 P.M., Dallas, Texas time on the relevant date of borrowing, each of the Lenders Lender whose Competitive Bid, or any portion thereof, has been accepted or rejected by the Company by telephone, which notification shall promptly be confirmed in writing, delivered in person or by telecopier to such Lenders. Any Competitive Bid, or portion thereof, not timely Bid was accepted by the Company and/or timely notified by the Administrative Agent to a Lender as having been accepted shall be deemed rejected. (h) In the case of a LIBOR Margin Bid, the Administrative Agent shall determine Adjusted Dollar LIBOR on the date which is two Business Days prior to the date of the proposed Competitive Loan, and shall promptly thereafter notify the Company and the Lenders whose LIBOR Margin Bids were accepted by the Company of such Adjusted Dollar LIBOR. (i) Each Lender which has had a Competitive Bid, or portion thereof, accepted by the Company Borrower shall make the funds for its Competitive Loan(s) available to the Administrative Agent at the office of the Administrative Agent specified in Section 11.2, in immediately available funds, the proceeds of such Lender's Competitive Loan(s). After the Administrative Agent’s Office not later than 's receipt of such funds and, upon fulfillment of the Requisite Time for making conditions precedent set forth in Section 6, the Administrative Agent shall make such funds available to the Borrower by the Administrative Agent crediting the account of the Borrower as so directed by the Borrower in the related Competitive Bid Request, provided that the Administrative Agent will not in any event be required to make such funds so available until 4:00 P.M., Dallas, Texas time on the Business Day specified in relevant date of borrowing. In the case of any Lender whose Competitive Bid is accepted by the Borrower, unless the Administrative Agent has received notice from such Competitive Loan Request. Upon satisfaction or waiver Lender prior to 1:00 P.M., Dallas, Texas time, on the date of the applicable conditions set forth in Article IVborrowing of such Lender's Competitive Loan(s), all funds so received shall be made that such Lender will not make available to the CompanyAdministrative Agent the proceeds of such Competitive Loan(s), the Administrative Agent may assume such Lender has made such proceeds so available and, if the Administrative Agent makes that assumption, the provisions of Section 4.8(b) shall apply. (jf) Each Lender’s Competitive Loan All written notices required by this Section 2.6 shall be evidenced by that Lender’s Competitive Loan Note or by one or more loan accounts or records maintained by such Lender given in the Ordinary Course of Business, in each case subject to accordance with Section 2.01 (b)11.2. (kg) At the request of any Lender making a Competitive Loan, the Borrower shall execute and deliver to each such Lender, as evidence of such Competitive Loan, a promissory note of the Borrower, substantially in the form of Exhibit F-3 (each as endorsed or modified from time to time, a "Competitive Loan Note"), payable to the order of such Lender, and dated the date of the making of each applicable Competitive Loan. Each Competitive Loan made by each Lender shall be due and payable in full on the maturity date earlier to occur of such Competitive Loan(A) the last day of the Interest Period applicable thereto or (B) the Termination Date.

Competitive Loans. (a) Subject In accordance with the terms, conditions and procedures set forth in this Section 2.09, the Company on behalf of any Obligor may on any Business Day prior to the Revolving Credit Termination Date request Competitive Bids. (i) Provided, however, no Lender shall be obligated to make Competitive Loans to an Obligor unless such Lender has irrevocably offered to make such a Competitive Loan pursuant to Section 2.09(c); and, provided, further, the aggregate principal amount of all Competitive Loans to any or all Obligors at any one time outstanding shall not, at any date, exceed an amount equal to (A) the Aggregate Commitments as of such date, less (B) the aggregate principal amount of the Committed Loans to any or all Obligors outstanding as of such date. For purposes of determining the amount to be calculated pursuant to the foregoing sentence, any Committed Loans that the Company on behalf of an Obligor has requested be made, which have not yet been made, shall be given effect as if made in the full requested amount with respect thereto. (ii) Notwithstanding the limitations on the aggregate amount of Competitive Loans that the Obligors may borrow under this Agreement set forth in clause (i) of this Section 2.09 (a) the making of any Competitive Loan to an Obligor by any Lender shall not be deemed to be a utilization of such Lender's Commitment (although it shall be deemed to be a utilization of the Aggregate Commitments for all purposes of this Agreement). (b) In order to request Competitive Bids, the Company on behalf of an Obligor shall hand deliver, telex or telecopy to the Administrative Agent and the Auction Agent a duly completed request substantially in the form of Exhibit C, with the blanks appropriately completed (a "Competitive Bid Request"), to be received by such Agents (i) in the case of Eurodollar Loans, not later than 9:00 a.m. (Central time) four (4) Business Days before the date specified for a proposed Competitive Loan, and (ii) in the case of Fixed Rate Loans, not later than 9:00 a.m. (Central time) one (1) Business Day before the date specified for a proposed Competitive Loan. No Base Rate 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 C may be rejected at the Auction Agent's sole discretion, and the Auction Agent shall promptly notify the Company of such rejection by telex or telecopier. Each Competitive Bid Request shall in each case refer to this Agreement and specify (A) whether the Competitive Loans then being requested are to be Eurodollar Loans or Fixed Rate Loans, (B) the date of such Competitive Loans (which shall be a Business Day), (C) the aggregate principal amount thereof (which shall not be less than $10,000,000 and shall be an integral multiple of $1,000,000), and (D) the Interest Period with respect thereto. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Auction Agent shall invite by telex or telecopier (in substantially the form set forth in Exhibit D) the Lenders to bid, on the terms and conditions hereofof this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. Notwithstanding the foregoing, the Auction Agent shall have no obligation to invite any Lender to make a Competitive Bid pursuant to this Section 2.09(b) until such Lender has delivered a properly completed Competitive Bid Administrative Questionnaire to the Auction Agent. (c) Each Lender may, in its sole discretion, make one or more Competitive Bids to an Obligor responsive to each Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Auction Agent via telex or telecopier, in the form of Exhibit E, (i) in the case of Eurodollar Loans, not later than 8:30 a.m. (Central time) three (3) Business Days before the date specified for a proposed Competitive Loan and (ii) in the case of Fixed Rate Loans, not later than 8:30 a.m. (Central time) on the date specified for a proposed Competitive Loan. Competitive Bids that do not conform substantially to the format of Exhibit E may be rejected by the Auction Agent after conferring with, and upon the instruction of, the Company on behalf of an Obligor, and the Auction Agent shall notify the applicable Lender of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and (A) specify 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 aggregate principal amount of the Competitive Loan requested by the Company on behalf of an Obligor) of the Competitive Loan that the applicable Lender is willing to make to such Obligor, (B) specify the Competitive Bid Rate at which such Lender is prepared to make such Competitive Loan and (C) confirm the Interest Period with respect thereto specified by the Company on behalf of an Obligor in its Competitive Bid Request. If any time Lender shall elect not to make a Competitive Bid, such Lender shall so notify the Auction Agent via telex or telecopier in the case of Fixed Rate Loans, not later than 8:30 a.m. (Central time) on the date of the proposed Competitive Loan and from time in the case of Eurodollar Loans, not later than 8:30 a.m. (Central time) three (3) Business Days before the date specified for a proposed Competitive Loan; provided, however, that failure by any Lender to time during give such notice shall not cause such Lender to be obligated to make any Competitive Loan. A Competitive Bid submitted by a Lender pursuant to this Subsection 2.09(c) shall be irrevocable. (d) The Auction Agent shall promptly notify the Availability PeriodCompany by telex or telecopier of all the Competitive Bids made, the Competitive Bid Rate and the maximum principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Lender that made each Competitive Bid. The Auction Agent shall send a copy of all Competitive Bids to the Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.09. (e) The Company on behalf of an Obligor may in its the sole and absolute discretion make Competitive Loans of the applicable Obligor, subject only to the Company provisions of this Section 2.09(e), accept or reject any Competitive Bid referred to in such principal amounts as the Company may requestSection 2.09(d); provided, however, that the sum aggregate amount of the Competitive Bids so accepted by the Company on behalf of an Obligor may not exceed the principal amount of the Competitive Loan requested by the Company on behalf of an Obligor. The Company on behalf of an Obligor shall notify the Auction Agent by telex or telecopier whether and to what extent the Obligor has decided to accept or reject any or all of the Competitive Bids referred to in Section 2.09(d), (i) in the aggregate LC Exposure case of all LendersEurodollar Loans, not later than 9:30 a.m. (Central time) three (3) Business Days before the date specified for a proposed Competitive Loan, and (ii) in the aggregate case of Fixed Rate Loans, not later than 9:30 a.m. (Central time) on the date specified for a proposed Competitive Loan; provided, however, that (A) the failure by the Company on behalf of an Obligor to give such notice shall be deemed to be a rejection of all the Competitive Bids referred to in Section 2.03(c), (B) the Company on behalf of an Obligor shall not accept a Competitive Bid made at a particular Competitive Bid Rate if the Company on behalf of an Obligor has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (C) if the Company on behalf of an Obligor shall accept Competitive Bids made at a particular Competitive Bid Rate but shall be restricted by other conditions hereof from borrowing the maximum principal amount of all Dollar Competitive Loans in respect of which Competitive Bids at such Competitive Bid Rate have been made, then the Company on behalf of an Obligor shall accept a pro rata portion of each Competitive Bid made by all Lendersat such Competitive Bid Rate based as nearly as possible on the respective maximum principal amounts of Competitive Loans for which such Competitive Bids were made and (D) 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. Notwithstanding the foregoing, if it is necessary for the Company on behalf of an Obligor to accept a pro rata allocation of the Competitive Bids made in response to a Competitive Bid Request (iiiwhether pursuant to the events specified in clause (C) above or otherwise) and the available principal amount of Competitive Loans to be allocated among the Lenders is not sufficient to enable Competitive Loans to be allocated to each Lender in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000, then the Company on behalf of an Obligor shall select the Lenders to be allocated such Competitive Loans and shall round allocations up or down to the next higher or lower multiple of $1,000,000 as it shall deem appropriate. In addition, the Company on behalf of an Obligor shall be permitted under the foregoing procedures to accept a Competitive Bid or Competitive Bids in a principal amount of less than $10,000,000 (i) in order to enable the Company on behalf of an Obligor to accept Competitive Bids equal to (but not in excess of) the Equivalent Amount principal amount of the Competitive Loan requested by the Company on behalf of an Obligor or (ii) in order to enable the Company on behalf of an Obligor to accept all remaining Competitive Bids, or all remaining Competitive Bids at any time a particular Competitive Bid Rate. A notice given by the Company on behalf of an Obligor pursuant to this Subsection (e) shall be irrevocable. (f) The Auction Agent shall promptly notify each bidding Lender by telex or telecopy whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate). Each successful bidder will thereupon become bound, subject to the other applicable 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 Auction Agent shall notify each Lender and the Administrative Agent of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and Competitive Bids accepted. (ivg) Upon receipt from the aggregate principal amount Administrative Agent of all Competitive Loans, shall not exceed at the notice of Eurodollar Rate applicable to any time the combined Commitments; provided, further, that the outstanding Competitive Loans Eurodollar Loan to be made by any Lender may exceed its Commitment. The pursuant to a Competitive Loans Bid that has been accepted by the Company on behalf of an Obligor pursuant to Section 2.03(e), the Auction Agent shall be deemed to utilize notify such Lender of (i) the combined Commitments applicable Eurodollar Rate and (ii) the sum of the applicable Eurodollar Rate plus the Margin bid by an amount equal to the aggregate outstanding principal amount thereofsuch Lender. (bh) The Company may irrevocably request Competitive Loans in a No Competitive Loan Minimum Amount therefor by delivering a duly completed shall be made within five (5) Business Days of the date of any other Competitive Bid Request by Requisite Notice not later than the Competitive Loan Requisite Time therefor. Each Competitive Bid Request shall state whether a Competitive Bid is requested on the basis of a fixed interest rate (an “Absolute Rate Bid”) or on the basis of a margin above or below Adjusted Dollar LIBOR (a “LIBOR Margin Bid”). The Company may not request Competitive Bids for more than three maturities nor request more than one type of Competitive Loan in a single Competitive Bid Request. Unless the Administrative Agent otherwise agreesLoan, in its sole and absolute discretion, unless the Company may not and the Auction Agent shall mutually agree otherwise. (i) If the Auction Agent shall at any time have a Commitment hereunder and shall elect to submit a Competitive Bid Request if in its capacity as a Lender, it has submitted another shall submit such Competitive Bid Request within directly to the prior five Business DaysCompany on behalf of an Obligor one quarter of an hour earlier than the time at which the other Lenders are required to submit their Competitive Bids to the Auction Agent pursuant to Section 2.09(c). (cj) All notices required by this Section 2.09 shall be made in accordance with Section 12.02 and the Competitive Bid Administrative Questionnaire most recently placed on file by each Lender with the Auction Agent. (k) No Competitive Bid Request shall Loan may be made for an Absolute Rate Bid with a maturity of less than 14 days continued or more than 180 daysconverted, for a LIBOR Margin Bid with a maturity other than one, two, three or six months, or in any case with a maturity date subsequent except to the Maturity Date. No more than ten different maturities for extent converted to a Base Rate Loan pursuant to Section 5.04; provided, however, a Competitive Loan may be repaid with the proceeds of a Borrowing of Competitive Loans may be outstanding at any timeor Committed Loans made pursuant to the terms of this Agreement, and the Administrative Agent is authorized to net the Borrowing and repayments for convenience. (dl) The Administrative Agent Not later than 12:00 noon (Central time) on the date specified for each Borrowing hereunder, each Lender that is a successful bidder shall promptly notify make available the Lenders of a Competitive Bid Request by delivering a written copy thereof to the Lenders. Each Lender may, in its sole and absolute discretion, bid or not bid on all or a portion amount of the Competitive Loans requested in such Competitive Bid Request by delivering by Requisite Notice an irrevocable, duly completed Competitive Bid to the Administrative Agent by the Competitive Loan Requisite Time for delivering Competitive Bids. Any Competitive Bid received after such Competitive Loan Requisite Time, that is in a form other than a duly completed Competitive Bid Request, or that is otherwise not responsive to the Competitive Bid Request shall be disregarded. A Lender may subsequently correct any Competitive Bid containing a manifest error if it does so by the Competitive Loan Requisite Time for delivering Competitive Bids. The Administrative Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s Competitive Bid. (e) The Competitive Bid Maximum offered by a Lender for any Competitive Loan(s) requested in a Competitive Bid may be less than the principal amount of such Competitive Loan(s) requested by the Company, but shall not be less than the Competitive Loan Minimum Amount for any Competitive Loan for which such Lender is bidding. Each Competitive Bid shall expire unless accepted by the Company prior to the Competitive Loan Requisite Time for accepting Competitive Bids. (f) The Administrative Agent shall promptly notify the Company of the names of the Lenders providing conforming Competitive Bids and the terms of such Competitive Bids. The Company may, in its sole and absolute discretion, accept or reject any Competitive Bid, or any portion thereof, provided, that if the Company accepts any Competitive Bid, or any portion thereof, the following shall apply: (i) the Company must notify the Administrative Agent of its acceptance of any Competitive Bids not later than the Competitive Loan Requisite Time for doing so, (ii) the Company must accept all Absolute Rate Bids at all lower fixed interest rates before accepting any portion of Absolute Rate Bids at a higher fixed interest rate, (iii) the Company must accept all LIBOR Margin Bids at all lower margins over Adjusted Dollar LIBOR before accepting any portion of LIBOR Margin Bids at a higher margin over Adjusted Dollar LIBOR, (iv) each Competitive Loan to be made must be in a Competitive Loan Minimum Amount therefor, (v) if two or more Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then the Company must accept either all of by it on such Competitive Bids or accept such Competitive Bids in the same proportion as the Competitive Bid Maximum of each Lender for such Competitive Loan bears date to the aggregate Competitive Bid Maximums of all such Lenders for such Competitive Loans (subject Administrative Agent, to clause (iv) above) and (vi) an account which the Company may not accept Competitive Bids for an aggregate amount in excess of the Competitive Loans requested in its Competitive Bid Request. (g) The Administrative Agent shall promptly notify each specify, in immediately available funds, for the account of the Lenders whose Competitive Bid, or any portion thereof, has been accepted or rejected by the Company by telephone, which notification shall promptly be confirmed in writing, delivered in person or by telecopier to such Lenderson behalf of an Obligor. Any Competitive Bid, or portion thereof, not timely accepted by the Company and/or timely notified The amounts so received by the Administrative Agent to a Lender as having been accepted shall be deemed rejected. (h) In the case of a LIBOR Margin Bidshall, the Administrative Agent shall determine Adjusted Dollar LIBOR on the date which is two Business Days prior subject to the date terms and conditions of the proposed Competitive Loanthis Agreement, and shall promptly thereafter notify the Company and the Lenders whose LIBOR Margin Bids were accepted by the Company of such Adjusted Dollar LIBOR. (i) Each Lender which has had a Competitive Bid, or portion thereof, accepted by the Company shall make the funds for its Competitive Loan(s) available to the Administrative Agent at the Administrative Agent’s Office not later than the Requisite Time for making such funds available on the Business Day specified in such Competitive Loan Request. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, all funds so received shall be made available to the Company. (j) Each Lender’s Competitive Loan shall be evidenced Company on behalf of an Obligor by that Lender’s Competitive Loan Note or by one or more loan accounts or records maintained by such Lender in depositing the Ordinary Course of Businesssame, in each case subject to Section 2.01 (b)immediately available funds, in an account of the Company on behalf of an Obligor, designated by the Company on behalf of an Obligor and maintained at the Principal Office. (k) Each Competitive Loan shall be due and payable on the maturity date of such Competitive Loan.

Competitive Loans. (a) Subject In accordance with the terms, conditions and procedures set forth in this Section 2.09, the Company on behalf of any Obligor may on any Business Day prior to the Revolving Credit Termination Date request Competitive Bids. (i) Provided, however, no Lender shall be obligated to make Competitive Loans to an Obligor unless such Lender has irrevocably offered to make such a Competitive Loan pursuant to Section 2.09(c); and, provided, further, the aggregate principal amount of all Competitive Loans to any or all Obligors at any one time outstanding shall not, at any date, exceed an amount equal to (A) the Aggregate Commitments as of such date, less (B) the aggregate principal amount of the Committed Loans to any or all Obligors outstanding as of such date. For purposes of determining the amount to be calculated pursuant to the foregoing sentence, any Committed Loans that the Company on behalf of an Obligor has requested be made, which have not yet been made, shall be given effect as if made in the full requested amount with respect thereto. (ii) Notwithstanding the limitations on the aggregate amount of Competitive Loans that the Obligors may borrow under this Agreement set forth in clause (i) of this Section 2.09(a), the making of any Competitive Loan to an Obligor by any Lender shall not be deemed to be a utilization of such Lender's Commitment (although it shall be deemed to be a utilization of the Aggregate Commitments for all purposes of this Agreement). (b) In order to request Competitive Bids, the Company on behalf of an Obligor shall hand deliver, telex or telecopy to the Administrative Agent and the Auction Agent a duly completed request substantially in the form of Exhibit C, with the blanks appropriately completed (a "Competitive Bid Request"), to be received by such Agents (i) in the case of Eurodollar Loans, not later than 9:00 a.m. (Central time) four (4) Business Days before the date specified for a proposed Competitive Loan, and (ii) in the case of Fixed Rate Loans, not later than 9:00 a.m. (Central time) one (1) Business Day before the date specified for a proposed Competitive Loan. No Base Rate 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 C may be rejected at the Auction Agent's sole discretion, and the Auction Agent shall promptly notify the Company of such rejection by telex or telecopier. Each Competitive Bid Request shall in each case refer to this Agreement and specify (A) whether the Competitive Loans then being requested are to be Eurodollar Loans or Fixed Rate Loans, (B) the date of such Competitive Loans (which shall be a Business Day), (C) the aggregate principal amount thereof (which shall not be less than $10,000,000 and shall be an integral multiple of $1,000,000), and (D) the Interest Period with respect thereto. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Auction Agent shall invite by telex or telecopier (in substantially the form set forth in Exhibit D) the Lenders to bid, on the terms and conditions hereofof this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. Notwithstanding the foregoing, the Auction Agent shall have no obligation to invite any Lender to make a Competitive Bid pursuant to this Section 2.09(b) until such Lender has delivered a properly completed Competitive Bid Administrative Questionnaire to the Auction Agent. (c) Each Lender may, in its sole discretion, make one or more Competitive Bids to an Obligor responsive to each Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Auction Agent via telex or telecopier, in the form of Exhibit E, (i) in the case of Eurodollar Loans, not later than 8:30 a.m. (Central time) three (3) Business Days before the date specified for a proposed Competitive Loan and (ii) in the case of Fixed Rate Loans, not later than 8:30 a.m. (Central time) on the date specified for a proposed Competitive Loan. Competitive Bids that do not conform substantially to the format of Exhibit E may be rejected by the Auction Agent after conferring with, and upon the instruction of, the Company on behalf of an Obligor, and the Auction Agent shall notify the applicable Lender of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and (A) specify 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 aggregate principal amount of the Competitive Loan requested by the Company on behalf of an Obligor) of the Competitive Loan that the applicable Lender is willing to make to such Obligor, (B) specify the Competitive Bid Rate at which such Lender is prepared to make such Competitive Loan and (C) confirm the Interest Period with respect thereto specified by the Company on behalf of an Obligor in its Competitive Bid Request. If any time Lender shall elect not to make a Competitive Bid, such Lender shall so notify the Auction Agent via telex or telecopier in the case of Fixed Rate Loans, not later than 8:30 a.m. (Central time) on the date of the proposed Competitive Loan and from time in the case of Eurodollar Loans, not later than 8:30 a.m. (Central time) three (3) Business Days before the date specified for a proposed Competitive Loan; provided, however, that failure by any Lender to time during give such notice shall not cause such Lender to be obligated to make any Competitive Loan. A Competitive Bid submitted by a Lender pursuant to this Subsection 2.09(c) shall be irrevocable. (d) The Auction Agent shall promptly notify the Availability PeriodCompany by telex or telecopier of all the Competitive Bids made, the Competitive Bid Rate and the maximum principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Lender that made each Competitive Bid. The Auction Agent shall send a copy of all Competitive Bids to the Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.09. (e) The Company on behalf of an Obligor may in its the sole and absolute discretion make Competitive Loans of the applicable Obligor, subject only to the Company provisions of this Section 2.09(e), accept or reject any Competitive Bid referred to in such principal amounts as the Company may requestSection 2.09(d); provided, however, that the sum aggregate amount of the Competitive Bids so accepted by the Company on behalf of an Obligor may not exceed the principal amount of the Competitive Loan requested by the Company on behalf of an Obligor. The Company on behalf of an Obligor shall notify the Auction Agent by telex or telecopier whether and to what extent the Obligor has decided to accept or reject any or all of the Competitive Bids referred to in Section 2.09(d), (i) in the aggregate LC Exposure case of all LendersEurodollar Loans, not later than 9:30 a.m. (Central time) three (3) Business Days before the date specified for a proposed Competitive Loan, and (ii) in the aggregate case of Fixed Rate Loans, not later than 9:30 a.m. (Central time) on the date specified for a proposed Competitive Loan; provided, however, that (A) the failure by the Company on behalf of an Obligor to give such notice shall be deemed to be a rejection of all the Competitive Bids referred to in Section 2.03(c), (B) the Company on behalf of an Obligor shall not accept a Competitive Bid made at a particular Competitive Bid Rate if the Company on behalf of an Obligor has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (C) if the Company on behalf of an Obligor shall accept Competitive Bids made at a particular Competitive Bid Rate but shall be restricted by other conditions hereof from borrowing the maximum principal amount of all Dollar Competitive Loans in respect of which Competitive Bids at such Competitive Bid Rate have been made, then the Company on behalf of an Obligor shall accept a pro rata portion of each Competitive Bid made by all Lendersat such Competitive Bid Rate based as nearly as possible on the respective maximum principal amounts of Competitive Loans for which such Competitive Bids were made and (D) 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. Notwithstanding the foregoing, if it is necessary for the Company on behalf of an Obligor to accept a pro rata allocation of the Competitive Bids made in response to a Competitive Bid Request (iiiwhether pursuant to the events specified in clause (C) above or otherwise) and the available principal amount of Competitive Loans to be allocated among the Lenders is not sufficient to enable Competitive Loans to be allocated to each Lender in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000, then the Company on behalf of an Obligor shall select the Lenders to be allocated such Competitive Loans and shall round allocations up or down to the next higher or lower multiple of $1,000,000 as it shall deem appropriate. In addition, the Company on behalf of an Obligor shall be permitted under the foregoing procedures to accept a Competitive Bid or Competitive Bids in a principal amount of less than $10,000,000 (i) in order to enable the Company on behalf of an Obligor to accept Competitive Bids equal to (but not in excess of) the Equivalent Amount principal amount of the Competitive Loan requested by the Company on behalf of an Obligor or (ii) in order to enable the Company on behalf of an Obligor to accept all remaining Competitive Bids, or all remaining Competitive Bids at any time a particular Competitive Bid Rate. A notice given by the Company on behalf of an Obligor pursuant to this Subsection (e) shall be irrevocable. (f) The Auction Agent shall promptly notify each bidding Lender by telex or telecopy whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate). Each successful bidder will thereupon become bound, subject to the other applicable 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 Auction Agent shall notify each Lender and the Administrative Agent of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and Competitive Bids accepted. (ivg) Upon receipt from the aggregate principal amount Administrative Agent of all Competitive Loans, shall not exceed at the notice of Eurodollar Rate applicable to any time the combined Commitments; provided, further, that the outstanding Competitive Loans Eurodollar Loan to be made by any Lender may exceed its Commitment. The pursuant to a Competitive Loans Bid that has been accepted by the Company on behalf of an Obligor pursuant to Section 2.03(e), the Auction Agent shall be deemed to utilize notify such Lender of (i) the combined Commitments applicable Eurodollar Rate and (ii) the sum of the applicable Eurodollar Rate plus the Margin bid by an amount equal to the aggregate outstanding principal amount thereofsuch Lender. (bh) The Company may irrevocably request Competitive Loans in a No Competitive Loan Minimum Amount therefor by delivering a duly completed shall be made within five (5) Business Days of the date of any other Competitive Bid Request by Requisite Notice not later than the Competitive Loan Requisite Time therefor. Each Competitive Bid Request shall state whether a Competitive Bid is requested on the basis of a fixed interest rate (an “Absolute Rate Bid”) or on the basis of a margin above or below Adjusted Dollar LIBOR (a “LIBOR Margin Bid”). The Company may not request Competitive Bids for more than three maturities nor request more than one type of Competitive Loan in a single Competitive Bid Request. Unless the Administrative Agent otherwise agreesLoan, in its sole and absolute discretion, unless the Company may not and the Auction Agent shall mutually agree otherwise. (i) If the Auction Agent shall at any time have a Commitment hereunder and shall elect to submit a Competitive Bid Request if in its capacity as a Lender, it has submitted another shall submit such Competitive Bid Request within directly to the prior five Business DaysCompany on behalf of an Obligor one quarter of an hour earlier than the time at which the other Lenders are required to submit their Competitive Bids to the Auction Agent pursuant to Section 2.09(c). (cj) All notices required by this Section 2.09 shall be made in accordance with Section 12.02 and the Competitive Bid Administrative Questionnaire most recently placed on file by each Lender with the Auction Agent. (k) No Competitive Bid Request shall Loan may be made for an Absolute Rate Bid with a maturity of less than 14 days continued or more than 180 daysconverted, for a LIBOR Margin Bid with a maturity other than one, two, three or six months, or in any case with a maturity date subsequent except to the Maturity Date. No more than ten different maturities for extent converted to a Base Rate Loan pursuant to Section 5.04; provided, however, a Competitive Loan may be repaid with the proceeds of a Borrowing of Competitive Loans may be outstanding at any timeor Committed Loans made pursuant to the terms of this Agreement, and the Administrative Agent is authorized to net the Borrowing and repayments for convenience. (dl) The Administrative Agent Not later than 12:00 noon (Central time) on the date specified for each Borrowing hereunder, each Lender that is a successful bidder shall promptly notify make available the Lenders of a Competitive Bid Request by delivering a written copy thereof to the Lenders. Each Lender may, in its sole and absolute discretion, bid or not bid on all or a portion amount of the Competitive Loans requested in such Competitive Bid Request by delivering by Requisite Notice an irrevocable, duly completed Competitive Bid to the Administrative Agent by the Competitive Loan Requisite Time for delivering Competitive Bids. Any Competitive Bid received after such Competitive Loan Requisite Time, that is in a form other than a duly completed Competitive Bid Request, or that is otherwise not responsive to the Competitive Bid Request shall be disregarded. A Lender may subsequently correct any Competitive Bid containing a manifest error if it does so by the Competitive Loan Requisite Time for delivering Competitive Bids. The Administrative Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s Competitive Bid. (e) The Competitive Bid Maximum offered by a Lender for any Competitive Loan(s) requested in a Competitive Bid may be less than the principal amount of such Competitive Loan(s) requested by the Company, but shall not be less than the Competitive Loan Minimum Amount for any Competitive Loan for which such Lender is bidding. Each Competitive Bid shall expire unless accepted by the Company prior to the Competitive Loan Requisite Time for accepting Competitive Bids. (f) The Administrative Agent shall promptly notify the Company of the names of the Lenders providing conforming Competitive Bids and the terms of such Competitive Bids. The Company may, in its sole and absolute discretion, accept or reject any Competitive Bid, or any portion thereof, provided, that if the Company accepts any Competitive Bid, or any portion thereof, the following shall apply: (i) the Company must notify the Administrative Agent of its acceptance of any Competitive Bids not later than the Competitive Loan Requisite Time for doing so, (ii) the Company must accept all Absolute Rate Bids at all lower fixed interest rates before accepting any portion of Absolute Rate Bids at a higher fixed interest rate, (iii) the Company must accept all LIBOR Margin Bids at all lower margins over Adjusted Dollar LIBOR before accepting any portion of LIBOR Margin Bids at a higher margin over Adjusted Dollar LIBOR, (iv) each Competitive Loan to be made must be in a Competitive Loan Minimum Amount therefor, (v) if two or more Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then the Company must accept either all of by it on such Competitive Bids or accept such Competitive Bids in the same proportion as the Competitive Bid Maximum of each Lender for such Competitive Loan bears date to the aggregate Competitive Bid Maximums of all such Lenders for such Competitive Loans (subject Administrative Agent, to clause (iv) above) and (vi) an account which the Company may not accept Competitive Bids for an aggregate amount in excess of the Competitive Loans requested in its Competitive Bid Request. (g) The Administrative Agent shall promptly notify each specify, in immediately available funds, for the account of the Lenders whose Competitive Bid, or any portion thereof, has been accepted or rejected by the Company by telephone, which notification shall promptly be confirmed in writing, delivered in person or by telecopier to such Lenderson behalf of an Obligor. Any Competitive Bid, or portion thereof, not timely accepted by the Company and/or timely notified The amounts so received by the Administrative Agent to a Lender as having been accepted shall be deemed rejected. (h) In the case of a LIBOR Margin Bidshall, the Administrative Agent shall determine Adjusted Dollar LIBOR on the date which is two Business Days prior subject to the date terms and conditions of the proposed Competitive Loanthis Agreement, and shall promptly thereafter notify the Company and the Lenders whose LIBOR Margin Bids were accepted by the Company of such Adjusted Dollar LIBOR. (i) Each Lender which has had a Competitive Bid, or portion thereof, accepted by the Company shall make the funds for its Competitive Loan(s) available to the Administrative Agent at the Administrative Agent’s Office not later than the Requisite Time for making such funds available on the Business Day specified in such Competitive Loan Request. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, all funds so received shall be made available to the Company. (j) Each Lender’s Competitive Loan shall be evidenced Company on behalf of an Obligor by that Lender’s Competitive Loan Note or by one or more loan accounts or records maintained by such Lender in depositing the Ordinary Course of Businesssame, in each case subject to Section 2.01 (b)immediately available funds, in an account of the Company on behalf of an Obligor, designated by the Company on behalf of an Obligor and maintained at the Principal Office. (k) Each Competitive Loan shall be due and payable on the maturity date of such Competitive Loan.

Competitive Loans. (a) Subject In accordance with the terms, conditions and procedures set forth in this Section 2.09, the Company on behalf of any Obligor may on any Business Day prior to the Revolving Credit Termination Date request Competitive Bids. (i) Provided, however, no Lender shall be obligated to make Competitive Loans to an Obligor unless such Lender has irrevocably offered to make such a Competitive Loan pursuant to Section 2.09(c); and, provided, further, the aggregate principal amount of all Competitive Loans to any or all Obligors at any one time outstanding shall not, at any date, exceed an amount equal to (A) the Aggregate Commitments as of such date, less (B) the aggregate principal amount of the Committed Loans to any or all Obligors outstanding as of such date. For purposes of determining the amount to be calculated pursuant to the foregoing sentence, any Committed Loans that the Company on behalf of an Obligor has requested be made, which have not yet been made, shall be given effect as if made in the full requested amount with respect thereto. (ii) Notwithstanding the limitations on the aggregate amount of Competitive Loans that the Obligors may borrow under this Agreement set forth in clause (i) of this Section 2.09(a), the making of any Competitive Loan to an Obligor by any Lender shall not be deemed to be a utilization of such Lender's Commitment (although it shall be deemed to be a utilization of the Aggregate Commitments for all purposes of this Agreement). (b) In order to request Competitive Bids, the Company on behalf of an Obligor shall hand deliver, telex or telecopy to the Administrative Agent and the Auction Agent a duly completed request substantially in the form of Exhibit C, with the blanks appropriately completed (a "Competitive Bid Request"), to be received by such Agents (i) in the case of Eurodollar Loans, not later than 9:00 a.m. (Central time) four (4) Business Days before the date specified for a proposed Competitive Loan, and (ii) in the case of Fixed Rate Loans, not later than 9:00 a.m. (Central time) one (1) Business Day before the date specified for a proposed Competitive Loan. No Base Rate 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 C may be rejected at the Auction Agent's sole 19 discretion, and the Auction Agent shall promptly notify the Company of such rejection by telex or telecopier. Each Competitive Bid Request shall in each case refer to this Agreement and specify (A) whether the Competitive Loans then being requested are to be Eurodollar Loans or Fixed Rate Loans, (B) the date of such Competitive Loans (which shall be a Business Day), (C) the aggregate principal amount thereof (which shall not be less than $10,000,000 and shall be an integral multiple of $1,000,000), and (D) the Interest Period with respect thereto. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Auction Agent shall invite by telex or telecopier (in substantially the form set forth in Exhibit D) the Lenders to bid, on the terms and conditions hereofof this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. Notwithstanding the foregoing, the Auction Agent shall have no obligation to invite any Lender to make a Competitive Bid pursuant to this Section 2.09(b) until such Lender has delivered a properly completed Competitive Bid Administrative Questionnaire to the Auction Agent. (c) Each Lender may, in its sole discretion, make one or more Competitive Bids to an Obligor responsive to each Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Auction Agent via telex or telecopier, in the form of Exhibit E, (i) in the case of Eurodollar Loans, not later than 8:30 a.m. (Central time) three (3) Business Days before the date specified for a proposed Competitive Loan and (ii) in the case of Fixed Rate Loans, not later than 8:30 a.m. (Central time) on the date specified for a proposed Competitive Loan. Competitive Bids that do not conform substantially to the format of Exhibit E may be rejected by the Auction Agent after conferring with, and upon the instruction of, the Company on behalf of an Obligor, and the Auction Agent shall notify the applicable Lender of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and (A) specify 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 aggregate principal amount of the Competitive Loan requested by the Company on behalf of an Obligor) of the Competitive Loan that the applicable Lender is willing to make to such Obligor, (B) specify the Competitive Bid Rate at which such Lender is prepared to make such Competitive Loan and (C) confirm the Interest Period with respect thereto specified by the Company on behalf of an Obligor in its Competitive Bid Request. If any time Lender shall elect not to make a Competitive Bid, such Lender shall so notify the Auction Agent via telex or telecopier in the case of Fixed Rate Loans, not later than 8:30 a.m. (Central time) on the date of the proposed Competitive Loan and from time in the case of Eurodollar Loans, not later than 8:30 a.m. (Central time) three (3) Business Days before the date specified for a proposed Competitive Loan; provided, however, that failure by any Lender to time during give such notice shall not cause such Lender to be obligated to make any Competitive Loan. A Competitive Bid submitted by a Lender pursuant to this Subsection 2.09(c) shall be irrevocable. 20 (d) The Auction Agent shall promptly notify the Availability PeriodCompany by telex or telecopier of all the Competitive Bids made, the Competitive Bid Rate and the maximum principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Lender that made each Competitive Bid. The Auction Agent shall send a copy of all Competitive Bids to the Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.09. (e) The Company on behalf of an Obligor may in its the sole and absolute discretion make Competitive Loans of the applicable Obligor, subject only to the Company provisions of this Section 2.09(e), accept or reject any Competitive Bid referred to in such principal amounts as the Company may requestSection 2.09(d); provided, however, that the sum aggregate amount of the Competitive Bids so accepted by the Company on behalf of an Obligor may not exceed the principal amount of the Competitive Loan requested by the Company on behalf of an Obligor. The Company on behalf of an Obligor shall notify the Auction Agent by telex or telecopier whether and to what extent the Obligor has decided to accept or reject any or all of the Competitive Bids referred to in Section 2.09(d), (i) in the aggregate LC Exposure case of all LendersEurodollar Loans, not later than 9:30 a.m. (Central time) three (3) Business Days before the date specified for a proposed Competitive Loan, and (ii) in the aggregate case of Fixed Rate Loans, not later than 9:30 a.m. (Central time) on the date specified for a proposed Competitive Loan; provided, however, that (A) the failure by the Company on behalf of an Obligor to give such notice shall be deemed to be a rejection of all the Competitive Bids referred to in Section 2.03(c), (B) the Company on behalf of an Obligor shall not accept a Competitive Bid made at a particular Competitive Bid Rate if the Company on behalf of an Obligor has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (C) if the Company on behalf of an Obligor shall accept Competitive Bids made at a particular Competitive Bid Rate but shall be restricted by other conditions hereof from borrowing the maximum principal amount of all Dollar Competitive Loans in respect of which Competitive Bids at such Competitive Bid Rate have been made, then the Company on behalf of an Obligor shall accept a pro rata portion of each Competitive Bid made by all Lendersat such Competitive Bid Rate based as nearly as possible on the respective maximum principal amounts of Competitive Loans for which such Competitive Bids were made and (D) 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. Notwithstanding the foregoing, if it is necessary for the Company on behalf of an Obligor to accept a pro rata allocation of the Competitive Bids made in response to a Competitive Bid Request (iiiwhether pursuant to the events specified in clause (C) above or otherwise) and the available principal amount of Competitive Loans to be allocated among the Lenders is not sufficient to enable Competitive Loans to be allocated to each Lender in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000, then the Company on behalf of an Obligor shall select the Lenders to be allocated such Competitive Loans and shall round allocations up or down to the next higher or lower multiple of $1,000,000 as it shall deem appropriate. In addition, the Company on behalf of an Obligor shall 21 be permitted under the foregoing procedures to accept a Competitive Bid or Competitive Bids in a principal amount of less than $10,000,000 (i) in order to enable the Company on behalf of an Obligor to accept Competitive Bids equal to (but not in excess of) the Equivalent Amount principal amount of the Competitive Loan requested by the Company on behalf of an Obligor or (ii) in order to enable the Company on behalf of an Obligor to accept all remaining Competitive Bids, or all remaining Competitive Bids at any time a particular Competitive Bid Rate. A notice given by the Company on behalf of an Obligor pursuant to this Subsection (e) shall be irrevocable. (f) The Auction Agent shall promptly notify each bidding Lender by telex or telecopy whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate). Each successful bidder will thereupon become bound, subject to the other applicable 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 Auction Agent shall notify each Lender and the Administrative Agent of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (iv) the aggregate principal amount of all Competitive Loans, shall not exceed at any time the combined Commitments; provided, further, that the outstanding Competitive Loans made by any Lender may exceed its Commitment. The Competitive Loans shall be deemed to utilize the combined Commitments by an amount equal to the aggregate outstanding principal amount thereof. (b) The Company may irrevocably request Competitive Loans in a Competitive Loan Minimum Amount therefor by delivering a duly completed Competitive Bid Request by Requisite Notice not later than the Competitive Loan Requisite Time therefor. Each Competitive Bid Request shall state whether a Competitive Bid is requested on the basis of a fixed interest rate (an “Absolute Rate Bid”) or on the basis of a margin above or below Adjusted Dollar LIBOR (a “LIBOR Margin Bid”). The Company may not request Competitive Bids for more than three maturities nor request more than one type of Competitive Loan in a single Competitive Bid Request. Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, the Company may not submit a Competitive Bid Request if it has submitted another Competitive Bid Request within the prior five Business Days. (c) No Competitive Bid Request shall be made for an Absolute Rate Bid with a maturity of less than 14 days or more than 180 days, for a LIBOR Margin Bid with a maturity other than one, two, three or six months, or in any case with a maturity date subsequent to the Maturity Date. No more than ten different maturities for Competitive Loans may be outstanding at any time. (d) The Administrative Agent shall promptly notify the Lenders of a Competitive Bid Request by delivering a written copy thereof to the Lenders. Each Lender may, in its sole and absolute discretion, bid or not bid on all or a portion of the Competitive Loans requested in such Competitive Bid Request by delivering by Requisite Notice an irrevocable, duly completed Competitive Bid to the Administrative Agent by the Competitive Loan Requisite Time for delivering Competitive Bids. Any Competitive Bid received after such Competitive Loan Requisite Time, that is in a form other than a duly completed Competitive Bid Request, or that is otherwise not responsive to the Competitive Bid Request shall be disregarded. A Lender may subsequently correct any Competitive Bid containing a manifest error if it does so by the Competitive Loan Requisite Time for delivering Competitive Bids. The Administrative Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s Competitive Bid. (e) The Competitive Bid Maximum offered by a Lender for any Competitive Loan(s) requested in a Competitive Bid may be less than the principal amount of such Competitive Loan(s) requested by the Company, but shall not be less than the Competitive Loan Minimum Amount for any Competitive Loan for which such Lender is bidding. Each Competitive Bid shall expire unless accepted by the Company prior to the Competitive Loan Requisite Time for accepting Competitive Bids. (f) The Administrative Agent shall promptly notify the Company of the names of the Lenders providing conforming Competitive Bids and the terms of such Competitive Bids. The Company may, in its sole and absolute discretion, accept or reject any Competitive Bid, or any portion thereof, provided, that if the Company accepts any Competitive Bid, or any portion thereof, the following shall apply: (i) the Company must notify the Administrative Agent of its acceptance of any Competitive Bids not later than the Competitive Loan Requisite Time for doing so, (ii) the Company must accept all Absolute Rate Bids at all lower fixed interest rates before accepting any portion of Absolute Rate Bids at a higher fixed interest rate, (iii) the Company must accept all LIBOR Margin Bids at all lower margins over Adjusted Dollar LIBOR before accepting any portion of LIBOR Margin Bids at a higher margin over Adjusted Dollar LIBOR, (iv) each Competitive Loan to be made must be in a Competitive Loan Minimum Amount therefor, (v) if two or more Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then the Company must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Competitive Bid Maximum of each Lender for such Competitive Loan bears to the aggregate Competitive Bid Maximums of all such Lenders for such Competitive Loans (subject to clause (iv) above) and (vi) the Company may not accept Competitive Bids for an aggregate amount in excess of the Competitive Loans requested in its Competitive Bid Requestaccepted. (g) The Upon receipt from the Administrative Agent shall promptly notify each of the Lenders whose notice of Eurodollar Rate applicable to any Eurodollar Loan to be made by any Lender pursuant to a Competitive Bid, or any portion thereof, Bid that has been accepted or rejected by the Company by telephone, which notification shall promptly be confirmed in writing, delivered in person or by telecopier to such Lenders. Any Competitive Bid, or portion thereof, not timely accepted by the Company and/or timely notified on behalf of an Obligor pursuant to Section 2.03(e), the Auction Agent shall notify such Lender of (i) the applicable Eurodollar Rate and (ii) the sum of the applicable Eurodollar Rate plus the Margin bid by the Administrative Agent to a Lender as having been accepted shall be deemed rejectedsuch Lender. (h) In the case of a LIBOR Margin Bid, the Administrative Agent No Competitive Loan shall determine Adjusted Dollar LIBOR on the date which is two be made within five (5) Business Days prior to of the date of the proposed any other Competitive Loan, and shall promptly thereafter notify unless the Company and the Lenders whose LIBOR Margin Bids were accepted by the Company of such Adjusted Dollar LIBORAuction Agent shall mutually agree otherwise. (i) Each Lender which has had If the Auction Agent shall at any time have a Commitment hereunder and shall elect to submit a Competitive BidBid in its capacity as a Lender, or portion thereof, accepted by it shall submit such Competitive Bid directly to the Company shall make on behalf of an Obligor one quarter of an hour earlier than the funds for its time at which the other Lenders are required to submit their Competitive Loan(s) available Bids to the Administrative Auction Agent at the Administrative Agent’s Office not later than the Requisite Time for making such funds available on the Business Day specified in such Competitive Loan Requestpursuant to Section 2.09(c). Upon satisfaction or waiver of the applicable conditions set forth in Article IV, all funds so received (j) All notices required by this Section 2.09 shall be made available to in accordance with Section 12.02 and the CompanyCompetitive Bid Administrative Questionnaire most recently placed on file by each Lender with the Auction Agent. (j) Each Lender’s Competitive Loan shall be evidenced by that Lender’s Competitive Loan Note or by one or more loan accounts or records maintained by such Lender in the Ordinary Course of Business, in each case subject to Section 2.01 (b). (k) Each Competitive Loan shall be due and payable on the maturity date of such Competitive Loan.

Competitive Loans. (a) Subject to the terms and conditions hereof, at any time and from time to time during until the Availability PeriodTermination Date, each Lender may in its sole and absolute discretion make Competitive Loans to the Company Borrower in such principal amounts as the Company Borrower may request; provided, however, PROVIDED that the sum of (i) the aggregate LC Exposure Outstanding Obligations of all Lenders, (ii) Lenders shall not exceed the aggregate principal amount of all Dollar Loans made by all Lenders, (iii) the Equivalent Amount combined Commitments at any time of and the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (iv) the aggregate outstanding principal amount of all Competitive Loans, Loans shall not exceed the Competitive Loan Limit at any time the combined Commitments; provided, further, that the time. The aggregate outstanding principal amount of Competitive Loans and Committed Loans made by any Lender may exceed its Commitment PROVIDED that the Outstanding Obligations of any Lender (excluding its outstanding Competitive Loans) do not exceed such Lender's Commitment. The Competitive Loans shall be deemed to utilize the combined Commitments by an amount equal to the aggregate outstanding principal amount thereof. (b) The Company Borrower may irrevocably request Competitive Loans in a Competitive Loan Minimum Amount therefor by delivering a duly completed Competitive Bid Request by Requisite Notice to Administrative Agent not later than the Competitive Loan Requisite Time therefor. Each Competitive Bid Request shall state whether a Competitive Bid is requested on the basis of a fixed interest rate (an “Absolute Rate Bid”) or on the basis of a margin above or below Adjusted Dollar LIBOR (a “LIBOR Margin Bid”). The Company Borrower may not request Competitive Bids for more than three maturities nor request more than one type of Competitive Loan in a single Competitive Bid Request. Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, the Company Borrower may not submit a Competitive Bid Request if it has submitted another Competitive Bid Request within the prior five Business Days. (c) No Competitive Bid Request shall be made for an Absolute Rate Bid with a maturity of less than 14 days one day or more than 180 seven days, for a LIBOR Margin Bid with a maturity other than one, two, three or six months, or in any case with a maturity date subsequent to the Maturity Termination Date. No more than ten different maturities for Competitive Loans may be outstanding at any time. (d) The Administrative Agent shall promptly notify the Lenders of a Competitive Bid Request by delivering a written copy thereof to the Lenders. Each Lender may, in its sole and absolute discretion, bid or not bid on all or a portion of the Competitive Loans requested in such Competitive Bid Request by delivering by Requisite Notice an irrevocable, duly completed Competitive Bid to the Administrative Agent by the Competitive Loan Requisite Time for delivering Competitive Bids. Any Competitive Bid received after such Competitive Loan Requisite Time, that is in a form other than a duly completed Competitive Bid RequestBid, or that is otherwise not responsive to the Competitive Bid Request shall be disregarded. A Lender may subsequently correct any Competitive Bid containing a manifest error if it does so by the Competitive Loan Requisite Time for delivering Competitive Bids. The Administrative Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s 's Competitive Bid. (e) The Competitive Bid Maximum offered by a Lender for any Competitive Loan(s) requested in a Competitive Bid may be less than the principal amount of such Competitive Loan(s) requested by the CompanyBorrower, but shall not be less than the Competitive Loan Minimum Amount for any Competitive Loan for which such Lender is bidding. Each Competitive Bid shall expire unless accepted by the Company Borrower prior to the Competitive Loan Requisite Time for accepting Competitive Bids. (f) The Administrative Agent shall promptly notify the Company Borrower of the names of the Lenders providing conforming Competitive Bids and the terms of such Competitive Bids. The Company Borrower may, in its sole and absolute discretion, accept or reject any Competitive Bid, or any portion thereof, provided, PROVIDED that if the Company Borrower accepts any Competitive Bid, or any portion thereof, all of the following shall apply: : (i) the Company Borrower must notify the Administrative Agent of its acceptance of any Competitive Bids not later than the Competitive Loan Requisite Time for doing so, (ii) the Company Borrower must accept all Absolute Rate Competitive Bids at all lower fixed interest rates before accepting any portion of Absolute Competitive Rate Bids at a higher fixed interest rate, (iii) the Company must accept all LIBOR Margin Bids at all lower margins over Adjusted Dollar LIBOR before accepting any portion of LIBOR Margin Bids at a higher margin over Adjusted Dollar LIBOR, (iv) each Competitive Loan to be made must be in a Competitive Loan Minimum Amount therefor, (viv) if two or more Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then the Company then, unless otherwise agreed by Borrower, Administrative Agent and such Lenders, Borrower must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Competitive Bid Maximum of each Lender for such Competitive Loan bears to the aggregate Competitive Bid Maximums of all such Lenders for such Competitive Loans (subject to clause (iv) above) ), and (viv) the Company Borrower may not accept Competitive Bids for an aggregate amount in excess of the Competitive Loans requested in its Competitive Bid Request. (g) The Administrative Agent shall promptly notify each of the Lenders Lender whose Competitive Bid, or any portion thereof, has been accepted or rejected by the Company Borrower, by telephone, telephone (which notification shall promptly be confirmed in writing), delivered in person or by telecopier to such Lenderstelecopier. Any Competitive Bid, or portion thereof, not timely accepted by the Company Borrower and/or timely notified by the Administrative Agent to a Lender as having been accepted shall be deemed rejected. (h) In the case of a LIBOR Margin Bid, the Administrative Agent shall determine Adjusted Dollar LIBOR on the date which is two Business Days prior to the date of the proposed Competitive Loan, and shall promptly thereafter notify the Company and the Lenders whose LIBOR Margin Bids were accepted by the Company of such Adjusted Dollar LIBOR. (i) Each Lender which has had a Competitive Bid, or portion thereof, accepted by the Company Borrower shall make the funds for its Competitive Loan(s) available to the Administrative Agent at the Administrative Agent’s 's Office not later than the Requisite Time for making such funds available on the Business Day specified in such Competitive Loan Request. Upon satisfaction or waiver of the applicable conditions set forth in Article IVSECTION 4, Administrative Agent shall make all funds so received shall be made available to Borrower. If such conditions are not satisfied on such date, Administrative Agent shall return such funds to the CompanyLenders making such funds available without interest. (i) Administrative Agent shall notify all Lenders promptly after each Competitive Bid auction of the ranges of bids submitted and accepted for each Competitive Loan and the aggregate amount of Competitive Loans borrowed. (j) Each Lender’s 's Competitive Loan shall be evidenced by that Lender’s 's Competitive Loan Note or by one or more loan accounts or records maintained by such Lender in the Ordinary Course ordinary course of Businessbusiness, in each case subject to Section 2.01 (bSECTION 2.01(b). (k) Each Competitive Loan shall be due and payable on the maturity date of such Competitive Loan, together with all interest thereon at the applicable Absolute Rate. (l) Any Lender may designate one or more Competitive Loan Designated Bidders to have a right, in addition to itself, to offer and make Competitive Loans hereunder by causing such Competitive Loan Designated Bidders to become a party to this Agreement by duly executing and delivering to Administrative Agent a Competitive Loan Designated Bidder Joinder Agreement substantially in the form of EXHIBIT E-4 hereto. Administrative Agent shall notify Borrower of any such Competitive Loan Designated Bidders. Upon Administrative Agent accepting an appropriately completed Competitive Loan Designated Bidder Joinder Agreement, the Competitive Loan Designated Bidder shall be deemed to be a direct party to this Agreement subject to the following: (i) a Competitive Loan Designated Bidder shall have the rights and obligations of a Lender under this SECTION 2.03, including being solely liable for the performance of its obligations relating to its Competitive Loans, except that the designating Lender may retain some or all of such rights, such as receiving and giving notices directly from and to Administrative Agent and funding and receiving payments directly through Administrative Agent, as provided in a Competitive Loan Designated Bidder Joinder Agreement. A Lender may revoke any designation of a Competitive Loan Designated Bidder at any time upon written notice to Administrative Agent, but such revocation shall not affect the rights and obligations of a Competitive Loan Designated Bidder as to any of its outstanding Competitive Loans; (ii) except as aforesaid, a Competitive Loan Designated Bidder shall have only the rights of a participant with respect to its Competitive Loans as set forth in SECTION 10.04(d); PROVIDED that notwithstanding SECTION 10.04(d)(iii), a Competitive Loan Designated Bidder shall have rights only under SECTIONS 3.01, 3.05 and 3.06 and SECTION 10.05, unless the Competitive Loan Designated Bidder Joinder Agreement provides that the Competitive Loan Designated Bidder shall have fewer rights; and (iii) upon the request of a Competitive Loan Designated Bidder made through Administrative Agent, Borrower shall execute and deliver a Competitive Loan Note to evidence Competitive Loans made by such Competitive Loan Designated Bidder. A Lender may revoke any designation of a Competitive Loan Designated Bidder at any time upon written notice to Administrative Agent, but such revocation shall not affect the rights and obligations of a Competitive Loan Designated Bidder as to any of its outstanding Competitive Loans. (m) Borrower shall pay to Administrative Agent for its own account an administration fee in an amount set forth in a letter agreement dated October 14, 1999, between Borrower and Administrative Agent for each Competitive Bid Request submitted (whether or not any bids are submitted or accepted) which fee shall be payable quarterly in arrears on each Applicable Payment Date.

Competitive Loans. (a) Subject to the terms and conditions hereof, at any time and from time to time during the Availability Period, each Lender may in its sole and absolute discretion make Competitive Loans to the Company in such principal amounts as the Company may request; provided, however, that the sum of (i) the aggregate LC Exposure of all Lenders, (ii) the aggregate principal amount of all Dollar Loans made by all Lenders, (iii) the Equivalent Amount at any time of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (iv) the aggregate principal amount of all Competitive Loans, shall not exceed at any time the combined Commitments; provided, further, that the outstanding Competitive Loans made by any Lender may exceed its Commitment. The Competitive Loans shall be deemed to utilize the combined Commitments by an amount equal to the aggregate outstanding principal amount thereof. (b) The Company may irrevocably request Competitive Loans in a Competitive Loan Minimum Amount therefor by delivering a duly completed Competitive Bid Request by Requisite Notice not later than the Competitive Loan Requisite Time therefor. Each Competitive Bid Request shall state whether a Competitive Bid is requested on the basis of a fixed interest rate (an “Absolute Rate Bid”) or on the basis of a margin above or below Adjusted Dollar LIBOR (a “LIBOR Margin Bid”). The Company may not request Competitive Bids for more than three maturities nor request more than one type of Competitive Loan in a single Competitive Bid Request. Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, the Company may not submit a Competitive Bid Request if it has submitted another Competitive Bid Request within the prior five Business Days. (c) No Competitive Bid Request shall be made for an Absolute Rate Bid with a maturity of less than 14 days or more than 180 days, for a LIBOR Margin Bid with a maturity other than one, two, three or six months, or in any case with a maturity date subsequent to the latest Maturity DateDate of any Lender. No more than ten different maturities for Competitive Loans may be outstanding at any time. (d) The Administrative Agent shall promptly notify the Lenders of a Competitive Bid Request by delivering a written copy thereof to the Lenders. Each Lender may, in its sole and absolute discretion, bid or not bid on all or a portion of the Competitive Loans requested in such Competitive Bid Request by delivering by Requisite Notice an irrevocable, duly completed Competitive Bid to the Administrative Agent by the Competitive Loan Requisite Time for delivering Competitive Bids. Any Competitive Bid received after such Competitive Loan Requisite Time, that is in a form other than a duly completed Competitive Bid Request, or that is otherwise not responsive to the Competitive Bid Request shall be disregarded. A Lender may subsequently correct any Competitive Bid containing a manifest error if it does so by the Competitive Loan Requisite Time for delivering Competitive Bids. The Administrative Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s Competitive Bid. (e) The Competitive Bid Maximum offered by a Lender for any Competitive Loan(s) requested in a Competitive Bid may be less than the principal amount of such Competitive Loan(s) requested by the Company, but shall not be less than the Competitive Loan Minimum Amount for any Competitive Loan for which such Lender is bidding. Each Competitive Bid shall expire unless accepted by the Company prior to the Competitive Loan Requisite Time for accepting Competitive Bids. (f) The Administrative Agent shall promptly notify the Company of the names of the Lenders providing conforming Competitive Bids and the terms of such Competitive Bids. The Company may, in its sole and absolute discretion, accept or reject any Competitive Bid, or any portion thereof, and shall reject any Competitive Bid made by a Lender whose Maturity Date is earlier than the maturity requested by the Company in the applicable Competitive Bid Request, provided, that if the Company accepts any Competitive Bid, or any portion thereof, the following shall apply: (i) the Company must notify the Administrative Agent of its acceptance of any Competitive Bids not later than the Competitive Loan Requisite Time for doing so, (ii) the Company must accept all Absolute Rate Bids at all lower fixed interest rates before accepting any portion of Absolute Rate Bids at a higher fixed interest rate, (iii) the Company must accept all LIBOR Margin Bids at all lower margins over Adjusted Dollar LIBOR before accepting any portion of LIBOR Margin Bids at a higher margin over Adjusted Dollar LIBOR, (iv) each Competitive Loan to be made must be in a Competitive Loan Minimum Amount therefor, (v) if two or more Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then the Company must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Competitive Bid Maximum of each Lender for such Competitive Loan bears to the aggregate Competitive Bid Maximums of all such Lenders for such Competitive Loans (subject to clause (iv) above) and (vi) the Company may not accept Competitive Bids for an aggregate amount in excess of the Competitive Loans requested in its Competitive Bid Request. (g) The Administrative Agent shall promptly notify each of the Lenders whose Competitive Bid, or any portion thereof, has been accepted or rejected by the Company by telephone, which notification shall promptly be confirmed in writing, delivered in person or by telecopier to such Lenders. Any Competitive Bid, or portion thereof, not timely accepted by the Company and/or timely notified by the Administrative Agent to a Lender as having been accepted shall be deemed rejected. (h) In the case of a LIBOR Margin Bid, the Administrative Agent shall determine Adjusted Dollar LIBOR on the date which is two Business Days prior to the date of the proposed Competitive Loan, and shall promptly thereafter notify the Company and the Lenders whose LIBOR Margin Bids were accepted by the Company of such Adjusted Dollar LIBOR. (i) Each Lender which has had a Competitive Bid, or portion thereof, accepted by the Company shall make the funds for its Competitive Loan(s) available to the Administrative Agent at the Administrative Agent’s Office not later than the Requisite Time for making such funds available on the Business Day specified in such Competitive Loan Request. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, all funds so received shall be made available to the Company. (j) Each Lender’s Competitive Loan shall be evidenced by that Lender’s Competitive Loan Note or by one or more loan accounts or records maintained by such Lender in the Ordinary Course of Business, in each case subject to Section 2.01 (b). (k) Each Competitive Loan shall be due and payable on the maturity date of such Competitive Loan.

Competitive Loans. (a) Subject to the terms and conditions hereof, at any time and from time to time during the Availability Period, each Lender may in its sole and absolute discretion make Competitive Loans to the Company in such principal amounts as the Company may request; provided, however, that the sum of (i) the aggregate LC Exposure of all Lenders, (ii) the aggregate principal amount of all Dollar Loans made by all Lenders, (iii) the Equivalent Amount at any time of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (iv) the aggregate principal amount of all Competitive Loans, shall not exceed at any time the combined Commitments; provided, further, that the outstanding Competitive Loans made by any Lender may exceed its Commitment. The Competitive Loans shall be deemed to utilize the combined Commitments by an amount equal to the aggregate outstanding principal amount thereof. (b) The Company may irrevocably request Competitive Loans in a Competitive Loan Minimum Amount therefor by delivering a duly completed Competitive Bid Request by Requisite Notice not later than the Competitive Loan Requisite Time therefor. Each Competitive Bid Request shall state whether a Competitive Bid is requested on the basis of a fixed interest rate (an “"Absolute Rate Bid”") or on the basis of a margin above or below Adjusted Dollar LIBOR (a “"LIBOR Margin Bid”"). The Company may not request Competitive Bids for more than three maturities nor request more than one type of Competitive Loan in a single Competitive Bid Request. Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, the Company may not submit a Competitive Bid Request if it has submitted another Competitive Bid Request within the prior five Business Days. (c) No Competitive Bid Request shall be made for an Absolute Rate Bid with a maturity of less than 14 days or more than 180 days, for a LIBOR Margin Bid with a maturity other than one, two, three or six months, or in any case with a maturity date subsequent to the Maturity Date. No more than ten different maturities for Competitive Loans may be outstanding at any time. (d) The Administrative Agent shall promptly notify the Lenders of a Competitive Bid Request by delivering a written copy thereof to the Lenders. Each Lender may, in its sole and absolute discretion, bid or not bid on all or a portion of the Competitive Loans requested in such Competitive Bid Request by delivering by Requisite Notice an irrevocable, duly completed Competitive Bid to the Administrative Agent by the Competitive Loan Requisite Time for delivering Competitive Bids. Any Competitive Bid received after such Competitive Loan Requisite Time, that is in a form other than a duly completed Competitive Bid Request, or that is otherwise not responsive to the Competitive Bid Request shall be disregarded. A Lender may subsequently correct any Competitive Bid containing a manifest error if it does so by the Competitive Loan Requisite Time for delivering Competitive Bids. The Administrative Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s 's Competitive Bid. (e) The Competitive Bid Maximum offered by a Lender for any Competitive Loan(s) requested in a Competitive Bid may be less than the principal amount of such Competitive Loan(s) requested by the Company, but shall not be less than the Competitive Loan Minimum Amount for any Competitive Loan for which such Lender is bidding. Each Competitive Bid shall expire unless accepted by the Company prior to the Competitive Loan Requisite Time for accepting Competitive Bids. (f) The Administrative Agent shall promptly notify the Company of the names of the Lenders providing conforming Competitive Bids and the terms of such Competitive Bids. The Company may, in its sole and absolute discretion, accept or reject any Competitive Bid, or any portion thereof, provided, that if the Company accepts any Competitive Bid, or any portion thereof, the following shall apply: (i) the Company must notify the Administrative Agent of its acceptance of any Competitive Bids not later than the Competitive Loan Requisite Time for doing so, (ii) the Company must accept all Absolute Rate Bids at all lower fixed interest rates before accepting any portion of Absolute Rate Bids at a higher fixed interest rate, (iii) the Company must accept all LIBOR Margin Bids at all lower margins over Adjusted Dollar LIBOR before accepting any portion of LIBOR Margin Bids at a higher margin over Adjusted Dollar LIBOR, (iv) each Competitive Loan to be made must be in a Competitive Loan Minimum Amount therefor, (v) if two or more Lenders have submitted a Competitive Bid at the same fixed interest rate or margin, then the Company must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Competitive Bid Maximum of each Lender for such Competitive Loan bears to the aggregate Competitive Bid Maximums of all such Lenders for such Competitive Loans (subject to clause (iv) above) and (vi) the Company may not accept Competitive Bids for an aggregate amount in excess of the Competitive Loans requested in its Competitive Bid Request. (g) The Administrative Agent shall promptly notify each of the Lenders whose Competitive Bid, or any portion thereof, has been accepted or rejected by the Company by telephone, which notification shall promptly be confirmed in writing, delivered in person or by telecopier to such Lenders. Any Competitive Bid, or portion thereof, not timely accepted by the Company and/or timely notified by the Administrative Agent to a Lender as having been accepted shall be deemed rejected. (h) In the case of a LIBOR Margin Bid, the Administrative Agent shall determine Adjusted Dollar LIBOR on the date which is two Business Days prior to the date of the proposed Competitive Loan, and shall promptly thereafter notify the Company and the Lenders whose LIBOR Margin Bids were accepted by the Company of such Adjusted Dollar LIBOR. (i) Each Lender which has had a Competitive Bid, or portion thereof, accepted by the Company shall make the funds for its Competitive Loan(s) available to the Administrative Agent at the Administrative Agent’s 's Office not later than the Requisite Time for making such funds available on the Business Day specified in such Competitive Loan Request. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, all funds so received shall be made available to the Company. (j) Each Lender’s 's Competitive Loan shall be evidenced by that Lender’s 's Competitive Loan Note or by one or more loan accounts or records maintained by such Lender in the Ordinary Course of Business, in each case subject to Section 2.01 (b). (k) Each Competitive Loan shall be due and payable on the maturity date of such Competitive Loan.