Common use of Competitive Loans Clause in Contracts

Competitive Loans. (a) In addition to borrowings of Committed Loans, the Company (on its own behalf and on behalf of any other Borrower) may, as set forth in this Section 2.03, request the Lenders to make offers to make Competitive Loans to such Borrower in Dollars or in any Alternative Currency. The Lenders may, but shall have no obligation to, make such offers and such Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section 2.03. Competitive Loans may be Competitive LIBOR Loans or Set Rate Loans, provided that there may be no more than 30 different Interest Periods for both Committed Loans and Competitive Loans outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous). Competitive Loans shall not constitute a utilization of the Commitments. (b) When any Borrower wishes to request offers to make Competitive Loans, the Company (on its own behalf and on behalf of any other Borrower) shall give the Administrative Agent (which shall promptly notify the Lenders) notice in the form of Exhibit C hereto (a “Competitive Bid Request”) so as to be received no later than 11:00 a.m. New York time on (x) the fifth Business Day prior to the date of borrowing proposed therein in the case of a LIBOR Auction or (y) the Business Day next preceding the date of borrowing proposed therein, in the case of a Set Rate Auction, specifying: (i) the name of the Borrower, the Currency of such borrowing and the proposed date of such borrowing (a “Competitive Borrowing”), which shall be a Business Day; (ii) the aggregate amount of such Competitive Borrowing, which shall be at least $5,000,000 or, in the case of Competitive Loans in an Alternative Currency, the Foreign Currency Equivalent thereof, and in an integral multiple of $1,000,000 in excess thereof (or the Foreign Currency Equivalent thereof, as applicable); (iii) the duration of the Interest Period applicable thereto; and (iv) whether the Competitive Bids requested are to set forth a Margin or a Competitive Bid Rate. The Company (on its own behalf and on behalf of any other Borrower) may request offers to make Competitive Loans for up to 15 different Interest Periods in a single Competitive Bid Request; provided that the request for each separate Interest Period shall be deemed to be a separate Competitive Bid Request for a separate Competitive Borrowing. Except as otherwise provided in the preceding sentence, no Competitive Bid Request shall be given within five Business Days of any other Competitive Bid Request. (c) (i) Any Lender may, by notice to the Administrative Agent in the form of Exhibit D hereto (a “Competitive Bid”), submit an offer to make a Competitive Loan in response to any Competitive Bid Request; provided that, if the request under Section 2.03(b) specified more than one Interest Period, such Lender may make a single submission containing a separate offer for each such Interest Period and each such separate offer shall be deemed to be a separate Competitive Bid. Each Competitive Bid must be submitted to the Administrative Agent not later than (x) 2:00 p.m. (or, in the case of Competitive Loans in an Alternative Currency, 11:00 a.m.) New York time on the fourth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) 11:00 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction; provided that any Competitive Bid submitted by JPMCB (or its Applicable Lending Office) may be submitted, and may only be submitted, if JPMCB (or such Applicable Lending Office) notifies the Company of the terms of the offer contained therein not later than (x) 1:00 p.m. (or, in the case of Competitive Loans in an Alternative Currency, 10:00 a.m.) New York time on the fourth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) 10:45 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction. Subject to Sections 5.03 and 9, any Competitive Bid so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Company.

Competitive Loans. (ai) In addition Subject to borrowings of Committed Loansthe terms and conditions set forth herein, from time to time from and including the Effective Date to but excluding the Termination Date, the Company may request Competitive Bids and may (on its own behalf but shall not have any obligation to) accept Competitive Bids and on behalf of any other Borrower) may, as set forth in this Section 2.03, request the Lenders to make offers to make borrow Competitive Loans to such Borrower in Dollars or in any Alternative Currency. The Lenders may, but shall have no obligation to, make such offers and such Borrower may, but shall have no obligation to, accept any such offers in Dollars; provided that the manner set forth in this Section 2.03. sum of the total Revolving Credit Advances plus the aggregate principal amount of outstanding Competitive Loans may be Competitive LIBOR Loans or Set Rate Loans, provided that there may be no more than 30 different Interest Periods for both Committed Loans and Competitive Loans outstanding at the same any time (for which purpose Interest Periods described in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous). Competitive Loans shall not constitute a utilization of exceed the Commitments. (b) When any Borrower wishes to aggregate Commitments hereunder. To request offers to make Competitive LoansBids, the Company (on its own behalf and on behalf of any other Borrower) shall give notify the Administrative Agent (which shall promptly notify the Lenders) notice in the form of Exhibit C hereto (a “Competitive Bid Request”) so as to be received no later than 11:00 a.m. New York time on (x) the fifth Business Day prior to the date of borrowing proposed therein in the case of a LIBOR Auction or (y) the Business Day next preceding the date of borrowing proposed thereinsuch request by telephone, in the case of a Set Competitive Bid for a Eurocurrency Rate AuctionLoan, specifyingnot later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing and, in the case of a Competitive Bid for a Fixed Rate Loan, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowing; provided that the Company may submit up to (but not more than) two Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved Credit Agreement 22 - 17 - by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information: (iA) the name aggregate amount of the Borrower, requested Borrowing; (B) the Currency of such borrowing and the proposed date of such borrowing (a “Competitive Borrowing”), which shall be a Business Day; (iiC) whether such Borrowing is to be a Eurocurrency Rate Borrowing or a Fixed Rate Borrowing; (D) the aggregate amount of Eurocurrency Interest Period or Fixed Rate Interest Period, as the case may be, to be applicable to such Competitive Borrowing, which which, in the case of a Eurocurrency Rate Loan, shall be at least $5,000,000 a period contemplated by the definition of the term "Eurocurrency Interest Period", or, in the case of a Fixed Rate Loan, shall be a period contemplated by the definition of "Fixed Rate Interest Period"; and (E) the location and number of the Company's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.4(a)(iii). Promptly following receipt of a Competitive Loans Bid Request in an Alternative Currencyaccordance with this Section, the Foreign Currency Equivalent thereofAdministrative Agent shall notify the Banks of the details thereof by telecopy, inviting the Banks to submit Competitive Bids. (ii) Each Bank may (but shall not have any obligation to) make one or more Competitive Bids to the Company in response to a Competitive Bid Request. Each Competitive Bid by a Bank must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, in the case of a Eurocurrency Rate Borrowing, not later than 9:30 a.m., New York City time, three Business Days before the proposed date of such borrowing, and in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of such borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Bank as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the borrowing requested by the Company) of the Competitive Loan or Loans that the Bank delivering such Competitive Bid is willing to make, (ii) the Competitive Bid Rate or Rates at which such Bank is prepared to make such Loan or Loans (expressed as a percentage rate per annum in excess thereof the form of a decimal to no more than four decimal places) and (iii) the Eurocurrency Interest Period or Fixed Rate Interest Period applicable to each such Loan and the Foreign Currency Equivalent last day thereof, as applicable);. (iii) The Administrative Agent shall promptly notify the duration Company by telecopy of the Interest Period applicable thereto; andCompetitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Bank that shall have made such Competitive Bid. (iv) whether Subject only to the provisions of this paragraph, the Company may accept or reject any Competitive Bids requested are to set forth a Margin or a Competitive Bid RateBid. The Company (on its own behalf and on behalf of any other Borrower) may request offers to make Competitive Loans for up to 15 different Interest Periods shall notify the Administrative Agent by telephone, confirmed by telecopy in a single form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid RequestBid, in the case of a Eurocurrency Rate Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed borrowing, and in the case of a Fixed Rate Borrowing, not later than 11:00 a.m., New York City time, on the proposed date of the borrowing; provided that (i) the request for each separate Interest Period failure of the Company to give such notice shall be deemed to be a separate rejection of each Competitive Bid, (ii) the Company shall not accept a Competitive Bid Request for made at a separate particular Competitive Borrowing. Except as otherwise provided Bid Rate if the Company rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Company shall not exceed the aggregate amount of the requested borrowing specified in the preceding sentence, no Competitive Bid Request shall be given within five Business Days of any other related Competitive Bid Request. , (civ) (i) Any Lender may, by notice to the Administrative Agent in extent necessary to comply with clause (iii) above, the form of Exhibit D hereto (a “Company may accept Competitive Bid”), submit an offer to make a Competitive Loan in response to any Bids at the same Competitive Bid Request; provided thatRate in part, if the request under Section 2.03(b) specified more than one Interest Period, such Lender may make a single submission containing a separate offer for each such Interest Period and each such separate offer shall be deemed to be a separate Competitive Bid. Each Competitive Bid must be submitted to the Administrative Agent not later than (x) 2:00 p.m. (orwhich acceptance, in the case of multiple Competitive Loans Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an Alternative Currencyamount less than $5,000,000 because of the provisions of clause (iv) above, 11:00 a.m.such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) New York time on the fourth Business Day prior amounts shall be rounded to integral multiples of $1,000,000 in a manner determined by the Company. A notice given by the Company pursuant to this paragraph shall be irrevocable. (v) The Administrative Agent shall promptly notify each bidding Bank by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the proposed date terms and conditions hereof, to make the Competitive Loan in respect of borrowing, in the case of a LIBOR Auction or (y) 11:00 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction; provided that any which its Competitive Bid submitted by JPMCB has been accepted. (or its Applicable Lending Officevi) may be submitted, and may only be submitted, if JPMCB (or such Applicable Lending Office) notifies the Company of the terms of the offer contained therein not later than (x) 1:00 p.m. (or, in the case of Competitive Loans in an Alternative Currency, 10:00 a.m.) New York time on the fourth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) 10:45 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction. Subject to Sections 5.03 and 9, any Competitive Bid so made shall be irrevocable except with the written consent of If the Administrative Agent given on shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such Competitive Bid directly to the instructions Company at least one quarter of an hour earlier than the Companytime by which the other Banks are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (c)(ii) of this Section 2.1.

Competitive Loans. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, during the Commitment Period tofrom and after the Limitation Date to but not including the earlier of (ax) In addition the Maturity Date and (y) the date on which the Commitments terminate in accordance with the provisions of this Credit Agreement, to borrowings of Committed Loansthe extent Hyatt’s Debt Rating is BBB- or Baa3 or better at such time, the Company (on its own behalf Borrower may request and on behalf of any other Borrower) each Lender may, as set forth in this Section 2.03its sole discretion, request the Lenders agree to make offers to make make, Competitive Loans to such the Borrower in Dollars or in any Alternative Currency. The Lenders mayDollars; provided, but shall have no obligation tohowever, make such offers and such Borrower may, but shall have no obligation to, accept any such offers in that (i) the manner set forth in this Section 2.03. Competitive Loans may be Competitive LIBOR Loans or Set Rate Loans, provided that there may be no more than 30 different Interest Periods for both Committed Loans and Competitive Loans outstanding at the same time (for which purpose Interest Periods described in different lettered clauses aggregate principal amount of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous). all Competitive Loans shall not constitute a utilization exceed 50% of the Commitments. (b) When any Borrower wishes to request offers to make Competitive Loans, the Company (on its own behalf and on behalf remainder of any other Borrower) shall give the Administrative Agent (which shall promptly notify the Lenders) notice in the form of Exhibit C hereto (a “Competitive Bid Request”) so as to be received no later than 11:00 a.m. New York time on (x) the fifth Business Day prior to the date of borrowing proposed therein in the case of a LIBOR Auction or Aggregate Revolving Committed Amount less (y) the Business Day next preceding the date of borrowing proposed therein, in the case of a Set Rate Auction, specifying: Dollar Amount (i) the name determined as of the Borrowermost recent Revaluation Date) of the sum of the outstanding Revolving Loans plus outstanding Swingline Loans plus LOC Obligations, the Currency of such borrowing and the proposed date of such borrowing (a “Competitive Borrowing”), which shall be a Business Day; (ii) with regard to each Lender individually, the sum of 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) with regard to the Lenders collectively, the sum of the aggregate amount Dollar Amount (determined as of such the most recent Revaluation Date) of outstanding Revolving Loans plus Swingline Loans plus LOC Obligations plus Competitive Borrowing, which Loans shall not exceed the Aggregate Revolving Committed Amount. Each Competitive Loan shall be at least not less than $5,000,000 or, 3,000,000 in the case of Competitive Loans in an Alternative Currency, the Foreign Currency Equivalent thereof, aggregate and in an integral multiple multiples of $1,000,000 in excess thereof (or the Foreign Currency Equivalent thereof, as applicable); (iii) the duration remaining portion of the Interest Period applicable thereto; and (iv) whether the Competitive Bids requested are to set forth a Margin or a Competitive Bid Rate. The Company (on its own behalf and on behalf of any other Borrower) may request offers to make Competitive Loans for up to 15 different Interest Periods in a single Competitive Bid Request; provided that the request for each separate Interest Period shall be deemed to be a separate Competitive Bid Request for a separate Competitive Borrowing. Except as otherwise provided in the preceding sentence, no Competitive Bid Request shall be given within five Business Days of any other Competitive Bid Request. (c) (i) Any Lender may, by notice to the Administrative Agent in the form of Exhibit D hereto (a “Competitive Bid”), submit an offer to make a Competitive Loan in response to any Competitive Bid Request; provided thatRevolving Committed Amount, if the request under Section 2.03(b) specified more than one Interest Period, such Lender may make a single submission containing a separate offer for each such Interest Period and each such separate offer shall be deemed to be a separate Competitive Bid. Each Competitive Bid must be submitted to the Administrative Agent not later than (x) 2:00 p.m. (or, in the case of Competitive Loans in an Alternative Currency, 11:00 a.m.) New York time on the fourth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) 11:00 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction; provided that any Competitive Bid submitted by JPMCB (or its Applicable Lending Office) may be submitted, and may only be submitted, if JPMCB (or such Applicable Lending Office) notifies the Company of the terms of the offer contained therein not later than (x) 1:00 p.m. (or, in the case of Competitive Loans in an Alternative Currency, 10:00 a.m.) New York time on the fourth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) 10:45 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction. Subject to Sections 5.03 and 9, any Competitive Bid so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Companyless).

Competitive Loans. (a) In addition to borrowings of Committed Loans, the Company (on its own behalf and on behalf of any other Borrower) may, as set forth in this Section 2.03, request the Lenders to make offers to make Competitive Loans to such Borrower in Dollars or in any Alternative Currency. The Lenders may, but shall have no obligation to, make such offers and such Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section 2.03. Competitive Loans may be Competitive LIBOR Loans or Set Rate Loans, provided PROVIDED that there may be no more than 30 different Interest Periods for both Committed Loans and Competitive Loans outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of the definition of the term “"Interest Period” " shall be deemed to be different Interest Periods even if they are coterminous). Competitive Loans shall not constitute a utilization of the Commitments. (b) When any Borrower wishes to request offers to make Competitive Loans, the Company (on its own behalf and on behalf of any other Borrower) shall give the Administrative Agent (which shall promptly notify the Lenders) notice in the form of Exhibit C hereto (a “Competitive Bid Request”"COMPETITIVE BID REQUEST") so as to be received no later than 11:00 a.m. New York time on (x) the fifth Business Day prior to the date of borrowing proposed therein in the case of a LIBOR Auction or (y) the Business Day next preceding the date of borrowing proposed therein, in the case of a Set Rate Auction, specifying: (i) the name of the Borrower, the Currency of such borrowing and the proposed date of such borrowing (a “Competitive Borrowing”"COMPETITIVE BORROWING"), which shall be a Business Day; (ii) the aggregate amount of such Competitive Borrowing, which shall be at least $5,000,000 or, in the case of Competitive Loans in an Alternative Currency, the Foreign Currency Equivalent thereof, and in an integral multiple of $1,000,000 in excess thereof (or the Foreign Currency Equivalent thereof, as applicable); (iii) the duration of the Interest Period applicable thereto; and (iv) whether the Competitive Bids requested are to set forth a Margin or a Competitive Bid Rate. The Company (on its own behalf and on behalf of any other Borrower) may request offers to make Competitive Loans for up to 15 different Interest Periods in a single Competitive Bid Request; provided PROVIDED that the request for each separate Interest Period shall be deemed to be a separate Competitive Bid Request for a separate Competitive Borrowing. Except as otherwise provided in the preceding sentence, no Competitive Bid Request shall be given within five Business Days of any other Competitive Bid Request. (c) (i) Any Lender may, by notice to the Administrative Agent in the form of Exhibit D hereto (a “Competitive Bid”"COMPETITIVE BID"), submit an offer to make a Competitive Loan in response to any Competitive Bid Request; provided PROVIDED that, if the request under Section 2.03(b) specified -20- more than one Interest Period, such Lender may make a single submission containing a separate offer for each such Interest Period and each such separate offer shall be deemed to be a separate Competitive Bid. Each Competitive Bid must be submitted to the Administrative Agent not later than (x) 2:00 p.m. (or, in the case of Competitive Loans in an Alternative Currency, 11:00 a.m.) New York time on the fourth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) 11:00 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction; provided PROVIDED that any Competitive Bid submitted by JPMCB (or its Applicable Lending Office) may be submitted, and may only be submitted, if JPMCB (or such Applicable Lending Office) notifies the Company of the terms of the offer contained therein not later than (x) 1:00 p.m. (or, in the case of Competitive Loans in an Alternative Currency, 10:00 a.m.) New York time on the fourth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) 10:45 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction. Subject to Sections 5.03 and 9, any Competitive Bid so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Company.

Competitive Loans. (a) In addition Subject to borrowings of Committed Loansthe terms and conditions set forth herein, from time to time during the Availability Period, the Company (on its own behalf and on behalf of any other Borrower) may, as set forth in this Section 2.03, Borrower may request the Lenders to make offers to make Competitive Bids for Competitive Loans to such Borrower denominated in Dollars or in any Alternative Currency. The Lenders may, dollars and may (but shall not have no any obligation to, make such offers ) accept Competitive Bids and such Borrower may, but shall have no obligation to, accept any such offers in borrow Competitive Loans; provided that the manner set forth in this Section 2.03. aggregate principal amount of outstanding Competitive Loans may be Competitive LIBOR Loans or Set Rate Loans, provided that there may be no more than 30 different Interest Periods for both Committed Loans and Competitive Loans outstanding at the same any time (for which purpose Interest Periods described in different lettered clauses shall not exceed an amount equal to 50% of the definition total Revolving Commitments as of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous)date of such Borrowing. To request Competitive Loans shall not constitute a utilization of the Commitments. (b) When any Borrower wishes to request offers to make Competitive LoansBids, the Company (on its own behalf and on behalf of any other Borrower) Borrower shall give notify the Administrative Agent (which shall promptly notify the Lenders) notice in the form of Exhibit C hereto (a “Competitive Bid Request”) so as to be received no later than 11:00 a.m. New York time on (x) the fifth Business Day prior to the date of borrowing proposed therein in the case of a LIBOR Auction or (y) the Business Day next preceding the date of borrowing proposed thereinsuch request by telephone, in the case of a Set Rate AuctionEurodollar Borrowing, specifying: (i) not later than 11:00 a.m., New York City time, five Business Days before the name date of the Borrowerproposed Borrowing and, in the Currency case of such borrowing and a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrower may submit in the aggregate up to (but not more than) four Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic delivery or facsimile to the Administrative Agent of a written Competitive Bid Request shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.2: the aggregate amount of the requested Borrowing; the date of such borrowing (a “Competitive Borrowing”), which shall be a Business Day; ; whether such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate Borrowing; the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term "Interest Period"; and the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.2. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by facsimile, inviting the Lenders to submit Competitive Bids. Each Lender may (iibut shall not have any obligation to) make one or more Competitive Bids to the aggregate amount Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by facsimile, in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before the proposed date of such Competitive Borrowing, which shall be at least $5,000,000 or, and in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of such Competitive Loans in an Alternative Currency, Borrowing. Competitive Bids that do not conform substantially to the Foreign Currency Equivalent thereofform approved by the Administrative Agent may be rejected by the Administrative Agent, and in the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in excess thereof (or the Foreign Currency Equivalent thereof, as applicable); form of a decimal to no more than four decimal places) and (iii) the duration of the Interest Period applicable thereto; and (iv) whether to each such Loan and the last day thereof. The Administrative Agent shall promptly notify the Borrower by facsimile of the Competitive Bids requested are to set forth a Margin or a Bid Rate and the principal amount specified in each Competitive Bid Rate. The Company (on its own behalf and on behalf the identity of any other Borrower) may request offers to make Competitive Loans for up to 15 different Interest Periods in a single Competitive Bid Request; provided the Lender that the request for each separate Interest Period shall be deemed to be a separate Competitive Bid Request for a separate Competitive Borrowing. Except as otherwise provided in the preceding sentence, no Competitive Bid Request shall be given within five Business Days of any other Competitive Bid Request. (c) (i) Any Lender may, by notice to the Administrative Agent in the form of Exhibit D hereto (a “have made such Competitive Bid”), submit an offer to make a Competitive Loan in response to any Competitive Bid Request; provided that, if the request under Section 2.03(b) specified more than one Interest Period, such Lender may make a single submission containing a separate offer for each such Interest Period and each such separate offer shall be deemed to be a separate Competitive Bid. Each Competitive Bid must be submitted to the Administrative Agent not later than (x) 2:00 p.m. (or, in the case of Competitive Loans in an Alternative Currency, 11:00 a.m.) New York time on the fourth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) 11:00 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction; provided that any Competitive Bid submitted by JPMCB (or its Applicable Lending Office) may be submitted, and may only be submitted, if JPMCB (or such Applicable Lending Office) notifies the Company of the terms of the offer contained therein not later than (x) 1:00 p.m. (or, in the case of Competitive Loans in an Alternative Currency, 10:00 a.m.) New York time on the fourth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) 10:45 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction. Subject to Sections 5.03 and 9, any Competitive Bid so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Company.

Competitive Loans. (ai) In addition Subject to borrowings of Committed Loansthe terms and conditions set forth herein, from time to time during the period from and including the Effective Date to but excluding the date which is five Business Days prior to the Commitment Termination Date, the Company may request Competitive Bids and may (on its own behalf but shall not have any obligation to) accept Competitive Bids and on behalf borrow Competitive Loans; provided that the sum of any other Borrower) may, as set forth in this Section 2.03, request the Lenders to make offers to make total Revolving Credit Loans and Swingline Loans plus the aggregate principal amount of outstanding Competitive Loans to such Borrower in Dollars or in at any Alternative Currency. The Lenders may, but shall have no obligation to, make such offers and such Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section 2.03. Competitive Loans may be Competitive LIBOR Loans or Set Rate Loans, provided that there may be no more than 30 different Interest Periods for both Committed Loans and Competitive Loans outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous). Competitive Loans shall not constitute a utilization of exceed the total Commitments. (b) When any Borrower wishes to . To request offers to make Competitive LoansBids, the Company (on its own behalf and on behalf of any other Borrower) shall give notify the Administrative Agent (which shall promptly notify the Lenders) notice in the form of Exhibit C hereto (a “Competitive Bid Request”) so as to be received no later than 11:00 a.m. New York time on (x) the fifth Business Day prior to the date of borrowing proposed therein in the case of a LIBOR Auction or (y) the Business Day next preceding the date of borrowing proposed thereinsuch request by telephone, in the case of a Set Eurodollar Borrowing, not later than 11:00 a.m., Hartford time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate AuctionBorrowing, specifyingnot later than 10:00 a.m., Hartford time, one Business Day before the date of the proposed Borrowing; provided that the Company may submit up to (but not more than) three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information: (iA) aggregate amount of the requested Borrowing; (B) the name of the Borrower, the Currency of such borrowing and the proposed date of such borrowing (a “Competitive Borrowing”), which shall be a Business Day; (C) whether such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate Borrowing; (D) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term "Interest Period"; and (E) the location and number of the account to which funds are to be disbursed. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Banks of the derails thereof by telecopy, inviting the Banks to submit Competitive Bids. Upon each Competitive Bid Request, the Company shall pay the Administrative Agent an administrative fee of $1,000. (ii) Each Bank may (but shall not have any obligation to) make one or more Competitive Bids to the aggregate amount Company in response to a Competitive Bid Request. Each Competitive Bid by a Bank must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., Hartford time, three Business Days before the proposed date of such Competitive Borrowing, which shall be at least $5,000,000 or, and in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Hartford time, on the proposed date of such Competitive Loans in an Alternative Currency, Borrowing. Competitive Bids that do not conform substantially to the Foreign Currency Equivalent thereofform approved by the Administrative Agent may be rejected by the Administrative Agent, and in the Administrative Agent shall notify the applicable Bank as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Loan requested by the Company) of the Competitive Loan or Loans that the Bank is willing to make, (ii) the Competitive Bid Rate or Rates at which the Bank is prepared to make such Loan or Loans (expressed as a percentage rate per annum in excess thereof the form of a decimal to no more than four decimal places), and (or iii) the Foreign Currency Equivalent Interest Period applicable to each such Loan and the last day thereof, as applicable);. (iii) The Administrative Agent shall promptly notify the duration Company by telecopy of the Interest Period applicable thereto; andCompetitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Bank that shall have made such Competitive Bid. (iv) whether Subject only to the provisions of this paragraph, the Company may accept or reject any Competitive Bids requested are to set forth a Margin or a Competitive Bid RateBid. The Company (on its own behalf and on behalf of any other Borrower) may request offers to make Competitive Loans for up to 15 different Interest Periods shall notify the Administrative Agent by telephone, confirmed by telecopy in a single form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid RequestBid, in the case of a Eurodollar Competitive Borrowing, not later than 11:00 a.m., Hartford time, three Business Days before the date of the proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 11:00 a.m., Hartford time, on the proposed date of the Competitive Borrowing; provided that (A) the request for each separate Interest Period failure of the Company to give such notice shall be deemed to be a separate rejection of each Competitive Bid, (B) the Company shall not accept a Competitive Bid Request for made at a separate particular Competitive Borrowing. Except as otherwise provided Bid Rate if the Company rejects a Competitive Bid made at a lower Competitive Bid Rate, (C) the aggregate amount of the Competitive Bids accepted by the Company shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the preceding sentence, no Competitive Bid Request shall be given within five Business Days of any other related Competitive Bid Request. , (cD) (i) Any Lender may, by notice to the Administrative Agent in extent necessary to comply with clause (C) above, the form of Exhibit D hereto (a “Company may accept Competitive Bid”), submit an offer to make a Competitive Loan in response to any Bids at the same Competitive Bid Request; provided thatRate in part, if the request under Section 2.03(b) specified more than one Interest Period, such Lender may make a single submission containing a separate offer for each such Interest Period and each such separate offer shall be deemed to be a separate Competitive Bid. Each Competitive Bid must be submitted to the Administrative Agent not later than (x) 2:00 p.m. (orwhich acceptance, in the case of multiple Competitive Loans in an Alternative Currency, 11:00 a.m.) New York time on the fourth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) 11:00 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction; provided that any Bids at such Competitive Bid submitted Rate, shall be made by JPMCB (or its Applicable Lending Office) may be submitted, and may only be submitted, if JPMCB (or such Applicable Lending Office) notifies the Company of the terms of the offer contained therein not later than (x) 1:00 p.m. (or, in the case of Competitive Loans in an Alternative Currency, 10:00 a.m.) New York time on the fourth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) 10:45 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction. Subject to Sections 5.03 and 9, any Competitive Bid so made shall be irrevocable except consultation with the written consent of the Administrative Agent given on pro rata in accordance with the instructions amount of each such Competitive Bid, and (E) except pursuant to clause (D) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; and provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the Companyprovisions of clause (D) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (D) the amounts shall be rounded to integral multiples of $200,000 in a manner determined by the Company in consultation with the Administrative Agent. A notice given by the Company pursuant to this paragraph shall be irrevocable. (v) The Administrative Agent shall promptly notify each bidding Bank by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (vi) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such Competitive Bid directly to the Company at least one quarter of an hour earlier than the time by which the other Banks are required to submit their Competitive Bids to the Administrative Agent pursuant to Subsection (d)(ii) of this Section 2.02.

Competitive Loans. (a) In addition to borrowings of Committed Loans, the Company (on its own behalf and on behalf of any other Borrower) may, as set forth in this Section 2.03, Borrower may request that the Lenders to make offers to make Competitive Loans to such Borrower in Dollars or in any Alternative Currencyhereunder. The Lenders may, but shall have no obligation to, make such offers and such Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section 2.03. Competitive Loans may be Competitive LIBOR Loans or Set Rate Loans, provided that there may be no more than 30 different Interest Periods for both Committed Loans and Competitive Loans outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous). Competitive Loans shall not constitute a utilization of the Commitments. (b) When any Borrower wishes In order to request offers to make Competitive Loans, the Company (on its own behalf and on behalf of any other Borrower) Borrower shall give hand deliver or telecopy to the Administrative Agent (which shall promptly notify the Lenders) notice a duly completed Competitive Bid Request in the form of Exhibit C hereto (a “Competitive Bid Request”) so as F-1 hereto, to be received no later than 11:00 a.m. New York time on by the Administrative Agent (xi) the fifth Business Day prior to the date of borrowing proposed therein in the case of a LIBOR Auction or Eurodollar Competitive Borrowing, not later than 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (yii) the Business Day next preceding the date of borrowing proposed therein, in the case of a Set Fixed Rate AuctionCompetitive Borrowing (other than in connection with any Fixed Rate Competitive Borrowing on the Closing Date), specifying: not later than 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit F-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Each Competitive Bid Request shall refer to this Agreement and specify (ix) whether the Competitive Borrowing then being requested is to be a Eurodollar Competitive Borrowing or a Fixed Rate Competitive Borrowing, (y) the name of the Borrower, the Currency of such borrowing and the proposed date of such borrowing Borrowing (a “Competitive Borrowing”), which shall be a Business Day; (ii) and the aggregate principal amount of such Competitive Borrowing, thereof which shall be at least in an integral multiple of $5,000,000 or1,000,000 and not less than $25,000,000, and (z) the Interest Period with respect thereto, which may not end after the Maturity Date. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit F-2 hereto) the Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Competitive Bid shall be in the form of Exhibit F-3 hereto and must be received by the Administrative Agent via telecopier (i) in the case of a Eurodollar Competitive Loans Borrowing, not later than 11:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in an Alternative Currencythe case of a Fixed Rate Competitive Borrowing, not later than 11:30 a.m., New York City time, on the Foreign Currency Equivalent thereofday of a proposed Competitive Borrowing. Multiple bids will be accepted by the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit F-3 may be rejected by the Administrative Agent, and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 in excess thereof and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Competitive Loans that the Lender is willing to make to the Borrower, (or the Foreign Currency Equivalent thereof, as applicable); (iiiy) the duration of Competitive Bid Rate or Competitive Bid Rates at which the Lender is prepared to make the Competitive Loan or Competitive Loans and (z) the Interest Period thereof (which shall not end after the Maturity Date applicable thereto; andto such Lender). If any Lender shall fail to deliver a conforming Competitive Bid to the Administrative Agent prior to the date and time indicated in this paragraph (b), such Lender shall be deemed to have elected not to make a Competitive Bid. (ivc) whether The Administrative Agent shall promptly notify the Borrower by telecopier of all Competitive Bids made, the Competitive Bids requested are to set forth a Margin or Bid Rate and the principal amount of each proposed Competitive Loan in respect of which a Competitive Bid Ratewas made, the Interest Period thereof and the identity of the Lender that made each bid. The Company Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (on d) The Borrower may in its own behalf sole and on behalf absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any other Borrower) may request offers to make Competitive Loans for up to 15 different Interest Periods in a single Competitive Bid Requestreferred to in paragraph (c) above. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Borrowing, not later than 12:00 noon, New York City time, three Business Days before a proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Competitive Borrowing, not later than 12:00 noon, New York City time, on the day of a proposed Competitive Borrowing; provided provided, however, that (i) the request for each separate Interest Period failure by the Borrower to give such notice prior to the date and time indicated in this paragraph shall be deemed to be a separate rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a bid made at a particular Competitive Bid Request for Rate if the Borrower has decided to reject a separate bid made at a lower Competitive Borrowing. Except as otherwise provided Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the preceding sentence, no Competitive Bid Request shall be given within five Business Days of any other Competitive Bid Request. (c) (i) Any Lender may, by notice to the Administrative Agent in the form of Exhibit D hereto (a “Competitive Bid”), submit an offer to make a Competitive Loan in response to any Competitive Bid Request; provided that, if the request under Section 2.03(b) specified more than one Interest Period, such Lender may make a single submission containing a separate offer for each such Interest Period and each such separate offer shall be deemed to be a separate Competitive Bid. Each Competitive Bid must be submitted to the Administrative Agent not later than (x) 2:00 p.m. (or, in the case of Competitive Loans in an Alternative Currency, 11:00 a.m.) New York time on the fourth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) 11:00 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction; provided that any Competitive Bid submitted by JPMCB (or its Applicable Lending Office) may be submitted, and may only be submitted, if JPMCB (or such Applicable Lending Office) notifies the Company of the terms of the offer contained therein not later than (x) 1:00 p.m. (or, in the case of Competitive Loans in an Alternative Currency, 10:00 a.m.) New York time on the fourth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) 10:45 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction. Subject to Sections 5.03 and 9, any Competitive Bid so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Company.,

Competitive Loans. (a) In addition Prior to borrowings of Committed Loansthe Termination Date, the Company (on its own behalf and on behalf of any other Borrower) may, as set forth in this Section 2.03, Borrower may request that the Lenders to make offers to make competitive loans in dollars (collectively, "Competitive Loans") on the terms and conditions hereinafter set forth; PROVIDED, HOWEVER, that (i) the aggregate principal amount of Competitive Loans that may be borrowed on any Borrowing Date may not exceed the Available Commitment (after giving effect to any repayments or prepayments and any other borrowings of Loans on such Borrower in Dollars Borrowing Date) and (ii) the aggregate amount of Loans outstanding on any day may not exceed the Total Commitment (after giving effect, with respect to any day, to any repayments or in prepayments and any Alternative Currencyother borrowings of Loans on such day). The Lenders Each Lender may, but shall have no obligation to, make such offers and such the Borrower may, but shall have no obligation to, accept any such offers offers, in the manner set forth in this Section 2.03. Competitive Loans may be Competitive LIBOR Loans or Set Rate Loans, provided that there may be no more than 30 different Interest Periods for both Committed Loans and Competitive Loans outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous). Competitive Loans shall not constitute a utilization of the Commitments2.06. (b) When any The Borrower wishes may request Competitive Loans under this Section 2.06 by giving a Borrowing Request to request offers to make Competitive Loans, the Company (on its own behalf and on behalf of any other Borrower) shall give the Administrative Agent (which shall promptly notify the Lenders) notice in the form of Exhibit C hereto (a “Competitive Bid Request”) so as to be received no Agent, not later than 11:00 a.m. 12:00 noon, New York time time, on (xi) the fifth Business Day prior to the date of borrowing proposed therein in the case of a LIBOR Auction or (y) the Business Day next preceding the date of borrowing proposed thereinBorrowing Date, in the case of a Set Rate AuctionEurodollar Competitive Loans, specifying: (i) the name of the Borrower, the Currency of such borrowing and the proposed date of such borrowing (a “Competitive Borrowing”), which shall be a Business Day; (ii) on the aggregate amount of such Competitive Borrowing, which shall be at least $5,000,000 orsecond Business Day immediately prior to the proposed Borrowing Date, in the case of Absolute Rate Competitive Loans. The Administrative Agent shall promptly notify each Lender of each such Borrowing Request received by it from the Borrower and of the terms contained therein. (c) Each Lender may, if it so elects, irrevocably offer to make a Competitive Loan of the requested type to the Borrower at a Competitive Bid Rate or Rates, as specified by such Lender in accordance with the related Competitive Loan Request, by submitting a Competitive Bid, in substantially the form of EXHIBIT B -2, not later than 9:30 A.M., New York time, on (i) the third Business Day prior to the proposed Borrowing Date, in the case of Eurodollar Competitive Loans or (ii) the proposed Borrowing Date, in the case of Absolute Rate Competitive Loans, to the Administrative Agent (which shall give notice thereof to the Borrower not later than 11:00 A.M., New York time) specifying the maximum and minimum principal amounts of the Competitive Loan which such Lender would be willing to make (which amount may, subject to the proviso to the first sentence of Section 2.06(a), exceed such Lender's Commitment, but shall be in a principal amount equal to $5,000,000 or in integral multiples of $1,000,000 in excess thereof, in the case of Eurodollar Competitive Loans, and in a principal amount equal to $1,000,000 or in integral multiples of $100,000 in excess thereof, in the case of Absolute Rate Competitive Loans) the rate or rates of interest therefor or the applicable margin over LIBOR for the relevant Interest Period, as the case may be, and any other terms and conditions required by such Lender; PROVIDED that, if the Administrative Agent, at such time (if any) as it is a Lender, shall elect to submit a Competitive Bid, the Administrative Agent shall communicate the substance of its Competitive Bid to the Borrower not later than 15 minutes prior to the applicable deadline specified above. Lenders may submit multiple Competitive Bids. If any Lender shall fail to submit a Competitive Bid to the Administrative Agent before such time, then such Lender shall be deemed to have elected not to make an offer to make a Competitive Loan. The Administrative Agent shall (i) disclose the Competitive Bids received to the Borrower as promptly as reasonably practicable after the deadline stated above for the submission of Competitive Bids, (ii) maintain all Competitive Bids until each of them has been disclosed to the Borrower and (iii) provide copies of all Competitive Bids to the Borrower as soon as practicable after completion of the bidding process described in this Section 2.06. (d) Not later than (i) 12:00 noon, New York time, on the third Business Day prior to the proposed Borrowing Date, in the case of Eurodollar Competitive Loans or (ii) 1:00 P.M., New York time, on the proposed Borrowing Date, in the case of Absolute Rate Competitive Loans, the Borrower shall either (i) cancel the Borrowing Request by giving the Administrative Agent notice to that effect or (ii) accept one or more Competitive Bids, in its sole discretion, by giving notice to the Administrative Agent of the principal amount of each Competitive Loan (which principal amount shall be equal to or greater than the minimum amount offered by the relevant Lender and equal to or less than the maximum amount offered by such Lender for such Competitive Loan pursuant to Section 2.06(c)), to be made by each Lender, and reject any remaining Competitive Bids, by giving the Administrative Agent notice to that effect; PROVIDED that the aggregate principal amount of such offers accepted by the Borrower shall be in a principal amount equal to $5,000,000 or in integral multiples of $1,000,000 in excess thereof, in the case of Eurodollar Competitive Loans, and in a principal amount equal to $1,000,000 or in integral multiples of $100,000 in excess thereof, in the case of Absolute Rate Competitive Loans, each such notice to be in substantially the form of EXHIBIT B-3 (a "Competitive Accept/Reject Notice"); PROVIDED that: (A) the failure by the Borrower to give such notice in a timely fashion shall be deemed to be a rejection of all the Competitive Bids, (B) the Borrower shall not accept a Competitive Bid made at a Competitive Bid Rate if such Borrower has rejected a Competitive Bid (on the same other terms and conditions) made at a lower Competitive Bid Rate, (C) the aggregate principal amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Borrowing Request, (D) if the Borrower shall accept a Competitive Bid or Bids made at a particular Competitive Bid Rate but the amount of such Competitive Bid shall cause the total amount of Competitive Bids accepted by the Borrower to exceed the amount specified in the Borrowing Request, then the Borrower shall (notwithstanding the minimum bid acceptance amount required by clause (F) below) accept a portion of such Competitive Bid or Bids in an amount equal to the amount specified in the Borrowing Request less the amount of all other Competitive Bids at a lower Competitive Bid Rate accepted with respect to such Borrowing Request, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made PRO RATA in accordance with the amount of each such Competitive Bid at such Competitive Bid Rate, (E) if the Borrower shall accept Competitive Bids made at a particular Competitive Bid Rate but shall be restricted by other conditions hereof from borrowing the principal amount of Competitive Loans specified in such Borrowing Request in respect of which Competitive Bids at such Competitive Bid Rate have been made or if the Borrower shall accept Competitive Bids made at a particular Competitive Bid Rate but the aggregate amount of Competitive Bids made at such Competitive Bid Rate shall exceed the amount specified in the Borrowing Request, then the Borrower shall accept a PRO RATA portion of each Competitive Bid made at such Competitive Bid Rate aggregating the -21- portion of Competitive Loans with respect to which Competitive Bids at such Competitive Bid Rate have been received; PROVIDED, HOWEVER, that if the principal amount of Competitive Loans to be so allocated is not sufficient to enable Competitive Loans to be so allocated to each such Lender in a principal amount equal to $5,000,000 or in integral multiples of $1,000,000 in excess thereof, in the case of Eurodollar Competitive Loans, or in a principal amount equal to $1,000,000 or in integral multiples of $100,000 in excess thereof, in the case of Absolute Rate Competitive Loans, the Borrower shall select the Lenders to be allocated such Competitive Loans in an Alternative Currencya principal amount equal to not less than $1,000,000 but may round up allocations to the next higher integral multiple of $100,000 if necessary, the Foreign Currency Equivalent thereofand (F) except as provided in clauses (D) and (E) above, and no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a principal amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof (in the case of Eurodollar Competitive Loans, or the Foreign Currency Equivalent thereof, as applicable); (iii) the duration of the Interest Period applicable thereto; and (iv) whether the Competitive Bids requested are to set forth a Margin or a Competitive Bid Rate. The Company (on its own behalf and on behalf of any other Borrower) may request offers to make Competitive Loans for up to 15 different Interest Periods in a single Competitive Bid Request; provided that the request for each separate Interest Period shall be deemed principal amount equal to be a separate Competitive Bid Request for a separate Competitive Borrowing. Except as otherwise provided $1,000,000 or in the preceding sentence, no Competitive Bid Request shall be given within five Business Days integral multiples of any other Competitive Bid Request. (c) (i) Any Lender may, by notice to the Administrative Agent $100,000 in the form of Exhibit D hereto (a “Competitive Bid”), submit an offer to make a Competitive Loan in response to any Competitive Bid Request; provided that, if the request under Section 2.03(b) specified more than one Interest Period, such Lender may make a single submission containing a separate offer for each such Interest Period and each such separate offer shall be deemed to be a separate Competitive Bid. Each Competitive Bid must be submitted to the Administrative Agent not later than (x) 2:00 p.m. (orexcess thereof, in the case of Absolute Rate Competitive Loans. (e) If the Borrower notifies the Administrative Agent that a Borrowing Notice for Competitive Loans is cancelled, the Administrative Agent shall give prompt notice thereof to the Lenders. (f) If the Borrower accepts one or more Competitive Bids, the Administrative Agent shall promptly give notice (i) to each Lender that submitted a Competitive Bid of the date and aggregate amount of such Competitive Loan(s), the Competitive Bid Rate therefor and whether or not any Competitive Bid made by such Lender has been accepted by the Borrower, (ii) to each Lender whose Competitive Bid, or any portion thereof, has been accepted by the Borrower, of the principal amount of the Competitive Loan to be made by such Lender and the date for repayment thereof, together with the Competitive Rate or Competitive Margin, as applicable, and any other terms applicable to such Competitive Loan and (iii) to each Lender of the principal amounts and Competitive Bid Rates specified in each of the Competitive Bids submitted in response to the related Borrowing Request. (g) Following any acceptance by the Borrower and notification by the Administrative Agent pursuant to Section 2.06(f), and upon satisfaction, or waiver by the Lenders, of each of the applicable conditions precedent contained in Article VI, (i) such Lenders shall disburse to the Borrower, on the specified Borrowing Date, Competitive Loans in an Alternative Currencythe aggregate principal amount accepted by the Borrower, 11:00 a.m.in immediately available funds, and (ii) New York time the Borrower shall deliver to each such Lender a duly executed Competitive Note evidencing its Competitive Loan. (h) Nothing in this Section 2.06 shall be construed as a right of first offer in favor of the Lenders or to otherwise limit the ability of the Borrower to request and accept credit facilities from any Person (including any Lender). (i) Each Competitive Loan shall be repaid, together with all accrued and unpaid interest thereon, on the fourth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) 11:00 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction; provided that any Competitive Bid submitted by JPMCB (or its Applicable Lending Office) may be submitted, and may only be submitted, if JPMCB (or such Applicable Lending Office) notifies the Company of the terms of the offer contained therein not later than (x) 1:00 p.m. (or, in the case of Competitive Loans in an Alternative Currency, 10:00 a.m.) New York time on the fourth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) 10:45 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction. Subject to Sections 5.03 and 9, any Competitive Bid so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Companyapplicable Maturity Date.

Competitive Loans. (ai) In addition Subject to borrowings of Committed Loansthe terms and conditions set forth herein, from time to time during the period from and including the Effective Date to but excluding the date which is five Business Days prior to the Commitment Termination Date, the Company may request Competitive Bids and may (on its own behalf but shall not have any obligation to) accept Competitive Bids and on behalf borrow Competitive Loans; provided that the sum of any other Borrower) may, as set forth in this Section 2.03, request the Lenders to make offers to make total Revolving Credit Loans and Swingline Loans plus the aggregate principal amount of outstanding Competitive Loans to such Borrower in Dollars or in at any Alternative Currency. The Lenders may, but shall have no obligation to, make such offers and such Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section 2.03. Competitive Loans may be Competitive LIBOR Loans or Set Rate Loans, provided that there may be no more than 30 different Interest Periods for both Committed Loans and Competitive Loans outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous). Competitive Loans shall not constitute a utilization of exceed the total Commitments. (b) When any Borrower wishes to . To request offers to make Competitive LoansBids, the Company (on its own behalf and on behalf of any other Borrower) shall give notify the Administrative Agent (which shall promptly notify the Lenders) notice in the form of Exhibit C hereto (a “Competitive Bid Request”) so as to be received no later than 11:00 a.m. New York time on (x) the fifth Business Day prior to the date of borrowing proposed therein in the case of a LIBOR Auction or (y) the Business Day next preceding the date of borrowing proposed thereinsuch request by telephone, in the case of a Set Eurodollar Borrowing, not later than 11:00 a.m., Hartford time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate AuctionBorrowing, specifyingnot later than 10:00 a.m., Hartford time, one Business Day before the date of the proposed Borrowing; provided that the Company may submit up to (but not more than) three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information: (iA) aggregate amount of the requested Borrowing; (B) the name of the Borrower, the Currency of such borrowing and the proposed date of such borrowing (a “Competitive Borrowing”), which shall be a Business Day; (C) whether such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate Borrowing; (D) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term "Interest Period"; and (E) the location and number of the account to which funds are to be disbursed. Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Banks of the details thereof by telecopy, inviting the Banks to submit Competitive Bids. Upon each Competitive Bid Request, the Company shall pay the Administrative Agent an administrative fee of $1,000. (ii) Each Bank may (but shall not have any obligation to) make one or more Competitive Bids to the aggregate amount Company in response to a Competitive Bid Request. Each Competitive Bid by a Bank must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., Hartford time, three Business Days before the proposed date of such Competitive Borrowing, which shall be at least $5,000,000 or, and in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Hartford time, on the proposed date of such Competitive Loans in an Alternative Currency, Borrowing. Competitive Bids that do not conform substantially to the Foreign Currency Equivalent thereofform approved by the Administrative Agent may be rejected by the Administrative Agent, and in the Administrative Agent shall notify the applicable Bank as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Loan requested by the Company) of the Competitive Loan or Loans that the Bank is willing to make, (ii) the Competitive Bid Rate or Rates at which the Bank is prepared to make such Loan or Loans (expressed as a percentage rate per annum in excess thereof the form of a decimal to no more than four decimal places), and (or iii) the Foreign Currency Equivalent Interest Period applicable to each such Loan and the last day thereof, as applicable);. (iii) The Administrative Agent shall promptly notify the duration Company by telecopy of the Interest Period applicable thereto; andCompetitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Bank that shall have made such Competitive Bid. (iv) whether Subject only to the provisions of this paragraph, the Company may accept or reject any Competitive Bids requested are to set forth a Margin or a Competitive Bid RateBid. The Company (on its own behalf and on behalf of any other Borrower) may request offers to make Competitive Loans for up to 15 different Interest Periods shall notify the Administrative Agent by telephone, confirmed by telecopy in a single form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid RequestBid, in the case of a Eurodollar Competitive Borrowing, not later than 11:00 am., Hartford time, three Business Days before the date of the proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 11:00 a.m., Hartford time, on the proposed date of the Competitive Borrowing; provided that (A) the request for each separate Interest Period failure of the Company to give such notice shall be deemed to be a separate rejection of each Competitive Bid, (B) the Company shall not accept a Competitive Bid Request for made at a separate particular Competitive Borrowing. Except as otherwise provided Bid Rate if the Company rejects a Competitive Bid made at a lower Competitive Bid Rate, (C) the aggregate amount of the Competitive Bids accepted by the Company shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the preceding sentence, no Competitive Bid Request shall be given within five Business Days of any other related Competitive Bid Request. , (cD) (i) Any Lender may, by notice to the Administrative Agent in extent necessary to comply with clause (C) above, the form of Exhibit D hereto (a “Company may accept Competitive Bid”), submit an offer to make a Competitive Loan in response to any Bids at the same Competitive Bid Request; provided thatRate in part, if the request under Section 2.03(b) specified more than one Interest Period, such Lender may make a single submission containing a separate offer for each such Interest Period and each such separate offer shall be deemed to be a separate Competitive Bid. Each Competitive Bid must be submitted to the Administrative Agent not later than (x) 2:00 p.m. (orwhich acceptance, in the case of multiple Competitive Loans in an Alternative Currency, 11:00 a.m.) New York time on the fourth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) 11:00 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction; provided that any Bids at such Competitive Bid submitted Rate, shall be made by JPMCB (or its Applicable Lending Office) may be submitted, and may only be submitted, if JPMCB (or such Applicable Lending Office) notifies the Company of the terms of the offer contained therein not later than (x) 1:00 p.m. (or, in the case of Competitive Loans in an Alternative Currency, 10:00 a.m.) New York time on the fourth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) 10:45 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction. Subject to Sections 5.03 and 9, any Competitive Bid so made shall be irrevocable except consultation with the written consent of the Administrative Agent given on pro rata in accordance with the instructions amount of each such Competitive Bid, and (E) except pursuant to clause (D) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; and provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the Companyprovisions of clause (D) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (D) the amounts shall be rounded to integral multiples of $200,000 in a manner determined by the Company in consultation with the Administrative Agent. A notice given by the Company pursuant to this paragraph shall be irrevocable. (v) The Administrative Agent shall promptly notify each bidding Bank by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (vi) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such Competitive Bid directly to the Company at least one quarter of an hour earlier than the time by which the other Banks are required to submit their Competitive Bids to the Administrative Agent pursuant to Subsection (d) (ii) of this Section 2.02.

Competitive Loans. (a) In addition to borrowings of Committed Loans, Each Competitive Borrowing made by the Company (on its own behalf and on behalf of any other Borrower) may, as set forth in this Section 2.03, request the Lenders to make offers to make Competitive Loans to such Borrower in Dollars or in any Alternative Currency. The Lenders may, but shall have no obligation to, make such offers and such Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section 2.03. Competitive Loans may be Competitive LIBOR Loans or Set Rate Loans, provided that there may be no more than 30 different Interest Periods for both Committed Loans and Competitive Loans outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of the definition of the term “Interest Period” date shall be deemed to be different Interest Periods even if they are coterminous)in an integral multiple of $5,000,000 and in a minimum aggregate principal amount of $25,000,000. Competitive Loans shall not constitute a utilization be made in the amounts accepted by the Company in accordance with Section 2.02(d). All Competitive Loans, regardless of what Bank or Banks make such Loans, will be deemed to utilize the CommitmentsCommitments of all Banks pro rata in accordance with their Commitments for all purposes including the availability of Standby Loans. (b) When any Borrower wishes Subject to request offers Section 2.06, each Bank shall make its portion of each Competitive Borrowing on the proposed date thereof by paying the amount required to make Competitive Loansthe Adminis trative Agent in New York, the Company (on its own behalf and on behalf of any other Borrower) shall give the Administrative Agent (which shall promptly notify the Lenders) notice New York, in the form of Exhibit C hereto (a “Competitive Bid Request”) so as to be received no immediately avail able funds not later than 11:00 a.m. New York time on (xi) the fifth Business Day prior to the date of borrowing proposed therein in the case of a LIBOR Auction Eurodollar Loans, 12:00 noon New York time, or (yii) in the Business Day next preceding case of Fixed Rate Loans, 2:00 p.m. New York time, and the Administrative Agent shall, promptly upon receipt of such funds, credit the amounts so received to the general deposit account of the Company with the Administrative Agent or, if Competitive Loans are not made on such date of because any condition precedent to a borrowing proposed thereinherein specified shall not have been met, return the amounts so received to the respective Banks as soon as practicable. (c) The Administrative Agent may assume that each Bank that has become bound pursuant to Section 2.02(e) hereof to provide funds for a Competitive Borrowing has made such portion (adjusted, in the case of a Set Rate Auctionrefinancing pursuant to Section 2.06 hereof, specifying: as noted in clause (i) the name of the Borrower, the Currency of such borrowing and the proposed date of such borrowing (a “Competitive Borrowing”), which shall be a Business Day; or (ii) of the aggregate amount of such Competitive Borrowing, which shall be at least $5,000,000 or, in the case of Competitive Loans in an Alternative Currency, the Foreign Currency Equivalent thereof, and in an integral multiple of $1,000,000 in excess thereof (or the Foreign Currency Equivalent proviso thereof, as applicable); (iii) the duration of the Interest Period applicable thereto; and (iv) whether the Competitive Bids requested are to set forth a Margin or a Competitive Bid Rate. The Company (on its own behalf and on behalf of any other Borrower) may request offers to make Competitive Loans for up to 15 different Interest Periods in a single Competitive Bid Request; provided that the request for each separate Interest Period shall be deemed to be a separate Competitive Bid Request for a separate Competitive Borrowing. Except as otherwise provided in the preceding sentence, no Competitive Bid Request shall be given within five Business Days of any other Competitive Bid Request. (c) (i) Any Lender may, by notice available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (b) above and may, in reliance upon such assumption, make available to the form of Exhibit D hereto (Company on such date a “Competitive Bid”)corresponding amount. If the Administrative Agent shall have so made funds available then, submit an offer to make a Competitive Loan in response the extent that any Bank shall not have made such portion available to any Competitive Bid Request; provided that, if the request under Section 2.03(b) specified more than one Interest PeriodAdministrative Agent, such Lender may make a single submission containing a separate offer for each such Interest Period and each such separate offer shall be deemed Bank agrees to be a separate Competitive Bid. Each Competitive Bid must be submitted repay to the Administrative Agent not later than (x) 2:00 p.m. (orforthwith on demand such corresponding amount together with interest thereon, in for each day from the case of Competitive Loans in an Alternative Currency, 11:00 a.m.) New York time on the fourth Business Day prior date such amount is made available to the proposed Company until the date of borrowing, in the case of a LIBOR Auction or (y) 11:00 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction; provided that any Competitive Bid submitted by JPMCB (or its Applicable Lending Office) may be submitted, and may only be submitted, if JPMCB (or such Applicable Lending Office) notifies the Company of the terms of the offer contained therein not later than (x) 1:00 p.m. (or, in the case of Competitive Loans in an Alternative Currency, 10:00 a.m.) New York time on the fourth Business Day prior amount is repaid to the proposed date of borrowingAdministrative Agent, in the case of at a LIBOR Auction or (y) 10:45 a.m. New York time on the proposed date of borrowing, in the case of a Set Rate Auction. Subject to Sections 5.03 and 9, any Competitive Bid so made shall be irrevocable except with the written consent of rate determined by the Administrative Agent given on to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Bank shall repay to the instructions Administrative Agent such corresponding amount, such amount shall constitute such Bank's Loan as part of the Companysuch Borrowing for purposes of this Agreement.