Common use of Procedure for Bid Borrowings Clause in Contracts

Procedure for Bid Borrowings. (a) When a Borrower wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no later than 7:00 a.m. (San Francisco time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 or in multiples of $1,000,000 in excess thereof; (iv) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (v) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07. (i) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted to the Agent by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (D) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan; and (F) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (d) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing in the case of an Absolute Rate Auction, the Agent will notify the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07

Procedure for Bid Borrowings. (a) When a Borrower St. Jude and/or Pacesetter wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent and each Bank by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G D (a "Competitive Bid Request") so as to be received no later than 7:00 10:30 a.m. (San Francisco Chicago time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two one Business Days Day prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c2.06(c), the Borrowers Companies, together, may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which or telex a copy of such Competitive Bid Request relates in accordance with this Section 2.07Request. (i) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive BidsBid Request. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.06(c) and must be submitted to the Agent Company by facsimile transmis sion transmission at the AgentCompany's office for notices set forth on the signature pages hereto not later than (1) 6:30 8:30 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 8:30 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HE, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case either of the Borrower Companies elects a LIBOR Auction, the margin above or below the LIBO Rate LIBOR (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed as a percentage (expressed in multiples of 1/1000th of one basis point point) to be added to or subtracted from the applicable LIBO Rate LIBOR and the Interest Period applicable thereto; (ED) in case either of the Borrower Companies elects an Absolute Rate Auction, the rate of interest per annum (expressed in multiples of 1/1000th 1000th of one basis point point) (the "Absolute Rate") offered for each such Bid Loan; and (FE) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. The Companies shall pay to the Agent a bid auction fee of $650.00 for each bid auction if the number of Banks party to this Agreement is greater than twelve. If the number of Banks party to this Agreement is twelve or less, then the Companies shall pay to the Agent a bid auction fee of $450 for each bid auction. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H E or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (d) Promptly on receipt and not Not later than 7:00 9:30 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing Borrowing, in the case of a LIBOR Auction, or 7:00 9:30 a.m. (San Francisco Chicago time) on the proposed date of Borrowing Borrowing, in the case of an Absolute Rate Auction, the Agent will appropriate Company shall notify the Borrower Agent and the appropriate Bank of its acceptance or non-acceptance of the terms offers so made to it pursuant to subsection 2.06(c). Such Company shall be under no obligation to accept any offer and may choose to reject all offers. In the case of acceptance, such notice shall specify the aggregate principal amount of offers for each Interest Period that is accepted. Such Company may accept any Competitive Bid in whole or in part; provided that: (i) the aggregate principal amount of any each Bid Borrowing may not exceed the applicable amount set forth in the related Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and Request; (ii) the principal amount of each Bid Borrowing must be $5,000,000 or in any multiple of $1,000,000 in excess thereof; (iii) acceptance of offers may only be made on the basis of ascending LIBOR Bid Margins or Absolute Rates within each Interest Period, as the case may be; and (iv) neither Company may accept any offer that is described in subsection 2.06(c)(iii) or that otherwise fails to comply with the requirements of this Agreement. (e) If offers are made by two or more Banks with the same LIBOR Bid Margins or Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Bid Loans in respect of which such offers are accepted shall be allocated by the Company among such Banks as nearly as possible (in such multiples, not less than $1,000,000) in proportion to the aggregate principal amounts of such offers. Determination by the Company of the amounts of Bid Loans shall be conclusive in the absence of manifest error. (i) The Company will promptly notify each Bank having submitted a Competitive Bid if its offer has been accepted and, if its offer has been accepted, of the amount of the Bid Loan or Bid Loans to be made by it on the date of the Bid Borrowing. (ii) Each Bank, which has received notice pursuant to subsection 2.06(f)(i) that amends, modifies or is otherwise inconsistent with a previous its Competitive Bid submitted by has been accepted, shall make the amounts of such Bank with respect Bid Loans available to the same Competitive Company by 1:00 p.m. (Chicago time) in the case of Absolute Rate Bid RequestLoans, and by 1:00 p.m. (Chicago time) in the case of LIBOR Bid Loans, on such date of Bid Borrowing, in funds immediately available to the Company. (iii) Promptly following each Bid Borrowing, the Company shall notify the Agent and each Bank of the ranges of bids submitted and the highest and lowest Bids accepted for each Interest Period requested by either of the Companies and the aggregate amount borrowed pursuant to such Bid Borrowing. (g) If, on or prior to the proposed date of Borrowing, the Commitments have not been terminated and if, on such proposed date of Borrowing all applicable conditions to funding referenced in Sections 3.02, 3.05 and 4.02 hereof are satisfied, the Bank or Banks whose offers either of the Companies has accepted will fund each Bid Loan so accepted. Any such subsequent Competitive Bid Nothing in this Section 2.06 shall be disregarded by construed as a right of first offer in favor of the Agent unless Banks or to otherwise limit the ability of either of the Companies to request and accept credit facilities from any Person (including any of the Banks), provided that no Default or Event of Default would otherwise arise or exist as a result of either of the Companies executing, delivering or performing under such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07credit facilities.

Procedure for Bid Borrowings. The Company may, as set forth in this Section, request the Agent to solicit offers from all the Banks to make Bid Loans. (a) When a Borrower the Company wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G E (a "“Competitive Bid Request"”) so as to be received no later than 7:00 10:00 a.m. (San Francisco Chicago time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two one Business Days Day prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "“Interest Period" ” herein. Subject to subsection 2.07(c2.06(c), the Borrowers Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower Company to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.06. (i) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.06(c) and must be submitted to the Agent by facsimile transmis sion transmission at the Agent's office for notices set forth on the signature pages hereto its offices specified in or pursuant to Section 10.02 not later than (1) 6:30 10:00 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 10:00 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent Bank One (or any Affiliate of the AgentBank One) in the capacity of a Bank may be submitted, and may only be submitted, submitted if the Agent Bank One or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 10:00 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 10:00 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HF, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Borrower Company elects a LIBOR Auction, the margin above or below the LIBO Rate (the "“LIBOR Bid Margin"”) offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (ED) in case the Borrower Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "“Absolute Rate"”) offered for each such Bid LoanLoan and the Interest Period applicable thereto; and (FE) the identity of the quoting Bank. A . (F) a Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H F or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (d) Promptly on receipt and not later than 7:00 9:00 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing Borrowing, in the case of a LIBOR Auction, or 7:00 9:00 a.m. (San Francisco Chicago time) on the proposed date of Borrowing Borrowing, in the case of an Absolute Rate Auction, the Agent will notify the Borrower Company of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c2.06(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any Notwithstanding the foregoing, any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.072.06(c). The Agent’s notice to the Company shall specify (1) the aggregate principal amount of Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Request; (2) the respective principal amounts and LIBOR Bid Margins or Absolute Rates, as the case may be, so offered; and (3) any other information regarding such Competitive Bid reasonably requested by the Company. Subject only to the provisions of Sections 3.02, 3.05 and 4.02 hereof and the provisions of this subsection (d), any Competitive Bid shall be irrevocable except with the written consent of the Agent given on the written instructions of the Company. (e) Not later than 10:00 a.m. (Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction, or 10:00 a.m. (Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction, the Company shall notify the Agent, in writing and in a form reasonably acceptable to the Agent, of its acceptance or non-acceptance of the offers received by it pursuant to subsection 2.06(c) or notified to it pursuant to subsection 2.06(d). The Company shall be under no obligation to accept any offer and may choose to accept or reject some or all offers. In the case of acceptance, such notice shall specify the aggregate principal amount of offers for each Interest Period that is accepted. The Company may accept any Competitive Bid in whole or in part; provided that: (i) the aggregate principal amount of each Bid Borrowing may not exceed the applicable amount set forth in the related Competitive Bid Request; (ii) the principal amount of each Bid Borrowing must be $5,000,000 or in any multiple of $1,000,000 in excess thereof; (iii) acceptance of offers may only be made on the basis of ascending LIBOR Bid Margins or Absolute Rates within each Interest Period, as the case may be; and (iv) the Company may not accept any offer that is described in subsection 2.06(c)(iii) or that otherwise fails to comply with the requirements of this Agreement. (f) If offers are made by two or more Banks with the same LIBOR Bid Margins or Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Bid Loans in respect of which such offers are accepted shall be allocated by the Agent among such Banks (in such multiples, not less than $1,000,000, as the Agent may deem appropriate) as nearly as practicable in proportion to the aggregate principal amounts of such offers. Determination by the Agent of the amounts of Bid Loans shall be conclusive in the absence of manifest error. (i) The Agent will promptly notify each Bank having submitted a Competitive Bid if its offer has been accepted and, if its offer has been accepted, of the amount of the Bid Loan or Bid Loans to be made by it on the date of the Bid Borrowing. (ii) Each Bank, which has received notice pursuant to subsection 2.06(g)(i) that its Competitive Bid has been accepted, shall make the amounts of such Bid Loans available to the Agent for the account of the Company at the Agent’s Payment Office, by 11:00 a.m. (Chicago time) in the case of Absolute Rate Bid Loans, and by 11:00 a.m. (Chicago time) in the case of LIBOR Bid Loans, on such date of Bid Borrowing, in funds immediately available to the Agent for the account of the Company at the Agent’s Payment Office. (iii) Promptly following each Bid Borrowing, the Agent shall notify each Bank of the ranges of bids submitted and the highest and lowest bids accepted for each Interest Period requested by the Company and the aggregate amount borrowed pursuant to such Bid Borrowing. (h) If, on or prior to the proposed date of Borrowing, the Commitments have not been terminated and if, on such proposed date of Borrowing all applicable conditions to funding referenced in Sections 3.02, 3.05 and 4.02 hereof are satisfied, the Bank or Banks whose offers the Company has accepted will fund each Bid Loan so accepted. Nothing in this Section 2.06 shall be construed as a right of first offer in favor of the Banks or to otherwise limit the ability of the Company to request and accept credit facilities from any Person (including any of the Banks), provided that such credit facilities are not prohibited by this Agreement.

Procedure for Bid Borrowings. (a) When The Borrower may request a Borrower wishes Bid Borrowing hereunder by delivering to request the Banks Administrative Agent and each Lender by facsimile not later than 12:00 noon (New York City time) (i) three Business Days prior to submit offers the date of the proposed Borrowing, in the case of LIBOR Bid Loans; and (ii) one Business Day prior to make the date of the proposed Borrowing, in the case of Absolute Rate Bid Loans, a solicitation for Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no later than 7:00 a.m. (San Francisco time) at least (x) four Business Days prior to ), in substantially the date form of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate AuctionExhibit 2.04(a), specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowingrequested borrowing date, which shall be a Business Day; (iiiii) the aggregate amount of such Bid the Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids Bid Loans requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; andLoans; (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive such Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive BidsLoans, which shall constitute an invitation by be not less than five days and not more than 180 days and which shall not extend beyond the Borrower Maturity Date; and (v) any other terms to each Bank be applicable to submit Competitive Bids offering to make the such Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07Loans. (i) Each Bank may at Lender may, in response to a Competitive Bid Request, in its discretion discretion, irrevocably submit to the Borrower a Competitive Bid containing an offer or offers to make one or more Bid Loans in response to any Invitation for Competitive BidsLoans. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted to the Agent Borrower by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 before 10:00 a.m. (San Francisco New York City time) three (i) two Business Days prior to the proposed date of Borrowing, in the case of a request for LIBOR Auction or Bid Loans and (2) 6:30 a.m. (San Francisco timeii) on the proposed date of Borrowing, in the case of an a request for Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate AuctionBid Loans. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H2.04(b), specifying thereinspecifying: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal minimum amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must shall be $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof, and (z) the maximum amount thereof, which may not exceed the principal amount of Bid Loans for which Competitive Bids were requestedrequested (but which may exceed such Lender's Commitment); (DB) in case the Borrower elects a LIBOR Auction, the margin above rate or below the LIBO Rate (the "LIBOR Bid Margin") rates of interest per annum offered for each such Bid Loan, which, in the case of a LIBOR Bid Loan, shall be expressed in multiples of 1/1000th of one basis point as a percentage (rounded to the nearest 1/100%) to be added to or subtracted from the applicable LIBO Rate and LIBOR (the Interest Period applicable thereto"LIBOR Bid Margin"); (EC) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered applicable Interest Period for each such Bid LoanLoan offered by it; and (FD) the identity and the applicable Lending Office of the quoting BankLender. A Competitive Bid may contain up to three twelve separate offers by the quoting Bank Lender with respect to each Interest Period specified in the related Invitation for Competitive BidsBid Request. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H 2.04(b) or does not specify all of the information required by subsection clause (c)(iiii) of this Sectionabove; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive BidsBid Request; or (D) arrives after the time set forth in subsection clause (c)(i)i) above. (dc) Promptly on receipt and not Not later than 7:00 11:00 a.m. (San Francisco New York City time) three (i) two Business Days prior to the proposed date of Borrowing Borrowing, in the case of LIBOR Bid Loans and (ii) on the date of such Bid Borrowing, in the case of Absolute Rate Loans, the Borrower shall either (i) cancel such Borrowing by giving the Administrative Agent and the Lenders notice thereof (which notice may be given by telephone, confirmed by facsimile); or (ii) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (b) above, in its sole discretion, by giving notice (which notice may be given by telephone, confirmed by facsimile) (A) to such Lender or Lenders of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by such Lender for such Bid Loan pursuant to paragraph (b) above) to be made by each such Lender as part of such Bid Borrowing, and reject any remaining offers made by the Lenders and give notice to that effect, and (B) to the Administrative Agent of the date of such Borrowing and the aggregate amount thereof (which may not exceed the applicable amount set forth in the related Competitive Bid Request); provided, however, that acceptance by the Borrower of offers may only be made on the basis of ascending LIBOR Bid Margins or Absolute Rates within each Interest Period; and, provided, further, that if offers are made by two or more Lenders with the same LIBOR Bid Margins or Absolute Rates for a LIBOR Auctiongreater aggregate principal amount than the amount for which such offers are accepted for the related Interest Rate Period, the principal amount of Bid Loans accepted shall be allocated by the Borrower among such Lenders as nearly as possible (in multiples not less than $1,000,000) in proportion to the aggregate principal amount of such offers; provided, however, that in the event the Borrower does not, before the time stated above, either cancel the proposed Bid Borrowing pursuant to clause (i) above or 7:00 a.m. accept one or more of the offers pursuant to clause (San Francisco ii) above, such Bid Borrowing shall be deemed cancelled and provided further, that in the event the Borrower accepts one or more of the offers pursuant to clause (ii) above but does not expressly reject or accept the remaining offers, such remaining offers shall be deemed rejected. (i) If the Borrower accepts one or more of the offers to make Bid Loans made by any Lender or Lenders pursuant to paragraph (c)(ii) above, each such Lender shall, subject to the satisfaction of the conditions precedent specified in Section 5.02, before 12:00 noon (New York City time) on the proposed date of the Bid Borrowing, make available to the Borrower at such Lender's Lending Office such Lender's portion of such Bid Borrowing in same day funds. (ii) Not later than 5:00 p.m. (New York City time) on the case date of an Absolute Rate Auctioneach Bid Borrowing, (A) the Borrower shall notify the Administrative Agent of (1) the aggregate amount of Bid Loans made in connection with such Bid Borrowing (which amount may not exceed the amount requested pursuant to Section 2.04(a)(ii)), (2) each date on which any Bid Loan shall mature, (3) the principal amount of Bid Loans which shall mature on each such date, (4) the highest and the lowest Competitive Bid submitted by the Lenders in connection with each Competitive Bid Request, and (5) the highest and the lowest Competitive Bid accepted by the Borrower; and (B) the Administrative Agent will notify in turn promptly give to each Lender the information received from the Borrower in connection with such Bid Borrowing. (e) Upon being notified by the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c)amount of, and the applicable Interest Period for, any LIBOR Bid Loan, the Administrative Agent shall determine LIBOR (iias provided in the definition of LIBOR) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect and give prompt notice to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by Borrower and the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07relevant Lender or Lenders thereof.

Procedure for Bid Borrowings. (a) When a Borrower the Company wishes to request the Banks Lenders to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G C (a "Competitive Bid Request") so as to be received no later than 7:00 9:00 a.m. (San Francisco Chicago time) at least (x) four one Business Days Day prior to the date of a such proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate AuctionBorrowing, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples a higher integral multiple of $1,000,000 in excess thereof; (iv) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both1,000,000; and (viii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers The Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks Lenders by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower Company to each Bank Lender to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.6. (i) Each Bank Lender may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.6(c) and must be submitted to the Agent by facsimile transmis sion transmission at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 8:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank Lender may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 8:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HE, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the amount of the Commitment of the quoting BankLender, (y) must be $10,000,000 5,000,000 or in multiples a higher integral multiple of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples (which shall be an integral multiple of 1/1000th 1/100th of one basis point 1%) (the "Absolute Rate") offered for each such Bid Loan; and (FD) the identity of the quoting BankLender. A Competitive Bid may contain up to three separate offers by the quoting Bank Lender with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H E or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar languagelanguage (other than a maximum aggregate principal amount of Competitive Bids which may be accepted thereunder); (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i)) of this Section. (d) Promptly on receipt and not later than 7:00 9:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Auction, or 7:00 a.m. (San Francisco Chicago time) on the proposed date of Borrowing in the case of an Absolute Rate AuctionBorrowing, the Agent will notify the Borrower Company of the terms (i) of any Competitive Bid submitted by a Bank Lender that is in accordance with subsection 2.07(c), 2.6(c) and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank Lender with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times time set forth in subsection 2.072.6(c). The Agent's notice to the Company shall specify (1) the aggregate principal amount of Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid request; and

Procedure for Bid Borrowings. (a) When The Borrower may request a Borrower wishes Bid Borrowing hereunder by delivering to request the Banks Administrative Agent and each Lender by facsimile not later than 12:00 noon (New York City time) (i) three Business Days prior to submit offers the date of the proposed Borrowing, in the case of LIBOR Bid Loans; and (ii) one Business Day prior to make the date of the proposed Borrowing, in the case of Absolute Rate Bid Loans, a solicitation for Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no later than 7:00 a.m. (San Francisco time) at least (x) four Business Days prior to ), in substantially the date form of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate AuctionExhibit 2.04(a), specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowingrequested borrowing date, which shall be a Business Day; (iiiii) the aggregate amount of such Bid the Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids Bid Loans requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; andLoans; (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive such Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive BidsLoans, which shall constitute an invitation by be not less than five days and not more than 183 days and which shall not extend beyond the Borrower Termination Date; and (v) any other terms to each Bank be applicable to submit Competitive Bids offering to make the such Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07Loans. (i) Each Bank may at Lender may, in response to a Competitive Bid Request, in its discretion discretion, irrevocably submit to the Borrower a Competitive Bid containing an offer or offers to make one or more Bid Loans in response to any Invitation for Competitive BidsLoans. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted to the Agent Borrower by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 before 10:00 a.m. (San Francisco New York City time) three (i) two Business Days prior to the proposed date of Borrowing, in the case of a request for LIBOR Auction or Bid Loans and (2) 6:30 a.m. (San Francisco timeii) on the proposed date of Borrowing, in the case of an a request for Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate AuctionBid Loans. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H2.04(b), specifying thereinspecifying: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal minimum amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must shall be $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof, and (z) the maximum amount thereof, which may not exceed the principal amount of Bid Loans for which Competitive Bids were requestedrequested (but which may exceed such Lender's Commitment); (DB) in case the Borrower elects a LIBOR Auction, the margin above rate or below the LIBO Rate (the "LIBOR Bid Margin") rates of interest per annum offered for each such Bid Loan, which, in the case of a LIBOR Bid Loan, shall be expressed in multiples of 1/1000th of one basis point as a percentage (rounded to the nearest 1/100%) to be added to or subtracted from the applicable LIBO Rate and LIBOR (the Interest Period applicable thereto"LIBOR Bid Margin"); (EC) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered applicable Interest Period for each such Bid LoanLoan offered by it; and (FD) the identity and the applicable Lending Office of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive BidsLender. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H 2.04(b) or does not specify all of the information required by subsection clause (c)(iiii) of this Sectionabove; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive BidsBid Request; or (D) arrives after the time set forth in subsection clause (c)(i)i) above. (dc) Promptly on receipt and not Not later than 7:00 11:00 a.m. (San Francisco New York City time) three (i) two Business Days prior to the proposed date of Borrowing Borrowing, in the case of LIBOR Bid Loans and (ii) on the date of such Bid Borrowing, in the case of Absolute Rate Loans, the Borrower shall either (i) cancel such Borrowing by giving the Administrative Agent and the Lenders notice thereof (which notice may be given by telephone, confirmed by facsimile); or (ii) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (b) above, in its sole discretion, by giving notice (which notice may be given by telephone, confirmed by facsimile) (A) to such Lender or Lenders of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by such Lender for such Bid Loan pursuant to paragraph (b) above) to be made by each such Lender as part of such Bid Borrowing, and reject any remaining offers made by the Lenders and give notice to that effect, and (B) to the Administrative Agent of the date of such Borrowing and the aggregate amount thereof (which may not exceed the applicable amount set forth in the related Competitive Bid Request); provided, however, that acceptance by the Borrower of offers may only be made on the basis of ascending LIBOR Bid Margins or Absolute Rates within each Interest Period; and, provided, further, that if offers are made by two or more Lenders with the same LIBOR Bid Margins or Absolute Rates for a LIBOR Auctiongreater aggregate principal amount than the amount for which such offers are accepted for the related Interest Rate Period, the principal amount of Bid Loans accepted shall be allocated by the Borrower among such Lenders as nearly as possible (in multiples not less than $1,000,000) in proportion to the aggregate principal amount of such offers; provided, however, that in the event the Borrower does not, before the time stated above, either cancel the proposed Bid Borrowing pursuant to clause (i) above or 7:00 a.m. accept one or more of the offers pursuant to clause (San Francisco ii) above, such Bid Borrowing shall be deemed cancelled and provided further, that in the event the Borrower accepts one or more of the offers pursuant to clause (ii) above but does not expressly reject or accept the remaining offers, such remaining offers shall be deemed rejected. (i) If the Borrower accepts one or more of the offers to make Bid Loans made by any Lender or Lenders pursuant to paragraph (c)(ii) above, each such Lender shall, subject to the satisfaction of the conditions precedent specified in Section 5.02, before 12:00 noon (New York City time) on the proposed date of the Bid Borrowing, make available to the Borrower at such Lender's Lending Office such Lender's portion of such Bid Borrowing in same day funds. (ii) Promptly after accepting a Bid Loan offer on the case date of an Absolute Rate Auctioneach Bid Borrowing, the Borrower shall notify the Administrative Agent will notify of (1) the aggregate amount of Bid Loans made in connection with such Bid Borrowing (which amount may not exceed the amount requested pursuant to Section 2.04(a)(ii)), (2) each date on which any Bid Loan shall mature, (3) the principal amount of Bid Loans which shall mature on each such date, (4) the highest and the lowest Competitive Bid submitted by the Lenders in connection with each Competitive Bid Request, and (5) the highest and the lowest Competitive Bid accepted by the Borrower. (e) Upon being notified by the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c)amount of, and the applicable Interest Period for, any LIBOR Bid Loan, the Administrative Agent shall determine LIBOR (iias provided in the definition of LIBOR) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect and give prompt notice to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by Borrower and the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07relevant Lender or Lenders thereof.

Procedure for Bid Borrowings. (a) When a Borrower Sunrise wishes to request the Banks Lenders to submit offers to make Bid Loans Advances hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G J (a "Competitive Bid Request") so as to be received no later than 7:00 9:00 a.m. (San Francisco time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Eurocurrency Auction, or (y) two one Business Days Day prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: : (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; ; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof; ; (iviii) whether the Competitive Bids requested are to be for LIBOR Eurocurrency Rate Bid Loans Advances or Absolute Rate Bid Loans Advances or both; and and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c2.08(c), the Borrowers such Borrower may not request Competitive Bids for more than three four Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once twice in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which . Sunrise shall constitute an invitation by the Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07. (i) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted pay to the Agent by facsimile transmis sion at for the Agent's office for notices set forth sole benefit a bid auction fee of $400 on the signature pages hereto not later than (1) 6:30 a.m. (San Francisco time) three Business Days prior to the proposed date day of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an each Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, Auction and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Eurocurrency Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (D) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan; and (F) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (d) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing in the case of an Absolute Rate Auction, the Agent will notify the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07

Procedure for Bid Borrowings. (a) When a the Revolving Borrower wishes to request the Banks Lenders to submit offers to make Bid Loans hereunder, it shall transmit to the Administrative Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G EXHIBIT M (a "Competitive Bid RequestCOMPETITIVE BID REQUEST") so as to be received no later than 7:00 a.m. (San Francisco time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Eurodollar Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Eurodollar Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(cSUBSECTION 2.6(c), the Borrowers Revolving Borrower may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Administrative Agent will promptly send to the Banks Lenders by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Revolving Borrower to each Bank Lender to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07SECTION 2.6. (i) Each Bank Lender may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(cSUBSECTION 2.6(c) and must be submitted to the Administrative Agent by facsimile transmis sion transmission at the Administrative Agent's office for notices set forth on the signature pages hereto not later than (1i) 6:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Eurodollar Auction or (2) 6:30 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided PROVIDED that Competitive Bids submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Bank Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies the Company Revolving Borrower of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Eurodollar Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HEXHIBIT N, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment quoting Lender's Percentage of the quoting BankRevolving Commitment Amount, (y) must be $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Revolving Borrower elects a LIBOR Eurodollar Auction, the margin above or below the LIBO Eurodollar Rate (the "LIBOR Bid MarginEURODOLLAR BID MARGIN") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate Eurodollar and the Interest Period applicable thereto; (ED) in case the Revolving Borrower elects an Absolute Rate Auction, the fixed rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute RateABSOLUTE RATE") offered for each such Bid Loan; and (FE) the identity of the quoting BankLender. A Competitive Bid may contain up to three separate offers by the quoting Bank Lender with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H EXHIBIT N or does not specify all of the information required by subsection SUBSECTION (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection SUBSECTION (c)(i). (d) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Eurodollar Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing Borrowing, in the case of an Absolute Rate Auction, the Administrative Agent will notify the Revolving Borrower of the terms (i) of any Competitive Bid submitted by a Bank Lender that is in accordance with subsection 2.07(cSUBSECTION 2.6(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank Lender with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Administrative Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07SUBSECTION 2.6

Procedure for Bid Borrowings. (a) When The Borrower may request a Borrower wishes Bid Borrowing hereunder by delivering to request the Banks Administrative Agent and each Lender by facsimile not later than 12:00 noon (New York City time) (i) three Business Days prior to submit offers the date of the proposed Borrowing, in the case of LIBOR Bid Loans; and (ii) one Business Day prior to make the date of the proposed Borrowing, in the case of Absolute Rate Bid Loans, a solicitation for Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no later than 7:00 a.m. (San Francisco time) at least (x) four Business Days prior to ), in substantially the date form of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate AuctionExhibit 2.04(a), specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowingrequested borrowing date, which shall be a Business Day; (iiiii) the aggregate amount of such Bid the Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids Bid Loans requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; andLoans; (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive such Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive BidsLoans, which shall constitute an invitation by be not less than five days and not more than 183 days and which shall not extend beyond the Borrower Maturity Date; and (v) any other terms to each Bank be applicable to submit Competitive Bids offering to make the such Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07Loans. (i) Each Bank may at Lender may, in response to a Competitive Bid Request, in its discretion discretion, irrevocably submit to the Borrower a Competitive Bid containing an offer or offers to make one or more Bid Loans in response to any Invitation for Competitive BidsLoans. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted to the Agent Borrower by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 before 10:00 a.m. (San Francisco New York City time) three (i) two Business Days prior to the proposed date of Borrowing, in the case of a request for LIBOR Auction or Bid Loans and (2) 6:30 a.m. (San Francisco timeii) on the proposed date of Borrowing, in the case of an a request for Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate AuctionBid Loans. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H2.04(b), specifying thereinspecifying: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal minimum amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must shall be $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof, and (z) the maximum amount thereof, which may not exceed the principal amount of Bid Loans for which Competitive Bids were requestedrequested (but which may exceed such Lender's Commitment); (DB) in case the Borrower elects a LIBOR Auction, the margin above rate or below the LIBO Rate (the "LIBOR Bid Margin") rates of interest per annum offered for each such Bid Loan, which, in the case of a LIBOR Bid Loan, shall be expressed in multiples of 1/1000th of one basis point as a percentage (rounded to the nearest 1/100%) to be added to or subtracted from the applicable LIBO Rate and LIBOR (the Interest Period applicable thereto"LIBOR Bid Margin"); (EC) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered applicable Interest Period for each such Bid LoanLoan offered by it; and (FD) the identity and the applicable Lending Office of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive BidsLender. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H 2.04(b) or does not specify all of the information required by subsection clause (c)(iiii) of this Sectionabove; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive BidsBid Request; or (D) arrives after the time set forth in subsection clause (c)(i)i) above. (dc) Promptly on receipt and not Not later than 7:00 11:00 a.m. (San Francisco New York City time) three (i) two Business Days prior to the proposed date of Borrowing Borrowing, in the case of LIBOR Bid Loans and (ii) on the date of such Bid Borrowing, in the case of Absolute Rate Loans, the Borrower shall either (i) cancel such Borrowing by giving the Administrative Agent and the Lenders notice thereof (which notice may be given by telephone, confirmed by facsimile); or (ii) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (b) above, in its sole discretion, by giving notice (which notice may be given by telephone, confirmed by facsimile) (A) to such Lender or Lenders of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by such Lender for such Bid Loan pursuant to paragraph (b) above) to be made by each such Lender as part of such Bid Borrowing, and reject any remaining offers made by the Lenders and give notice to that effect, and (B) to the Administrative Agent of the date of such Borrowing and the aggregate amount thereof (which may not exceed the applicable amount set forth in the related Competitive Bid Request); provided, however, that acceptance by the Borrower of offers may only be made on the basis of ascending LIBOR Bid Margins or Absolute Rates within each Interest Period; and, provided, further, that if offers are made by two or more Lenders with the same LIBOR Bid Margins or Absolute Rates for a LIBOR Auctiongreater aggregate principal amount than the amount for which such offers are accepted for the related Interest Rate Period, the principal amount of Bid Loans accepted shall be allocated by the Borrower among such Lenders as nearly as possible (in multiples not less than $1,000,000) in proportion to the aggregate principal amount of such offers; provided, however, that in the event the Borrower does not, before the time stated above, either cancel the proposed Bid Borrowing pursuant to clause (i) above or 7:00 a.m. accept one or more of the offers pursuant to clause (San Francisco ii) above, such Bid Borrowing shall be deemed cancelled and provided further, that in the event the Borrower accepts one or more of the offers pursuant to clause (ii) above but does not expressly reject or accept the remaining offers, such remaining offers shall be deemed rejected. (i) If the Borrower accepts one or more of the offers to make Bid Loans made by any Lender or Lenders pursuant to paragraph (c)(ii) above, each such Lender shall, subject to the satisfaction of the conditions precedent specified in Section 5.02, before 12:00 noon (New York City time) on the proposed date of the Bid Borrowing, make available to the Borrower at such Lender's Lending Office such Lender's portion of such Bid Borrowing in same day funds. (ii) Promptly after accepting a Bid Loan offer on the case date of an Absolute Rate Auctioneach Bid Borrowing, the Borrower shall notify the Administrative Agent will notify of (1) the aggregate amount of Bid Loans made in connection with such Bid Borrowing (which amount may not exceed the amount requested pursuant to Section 2.04(a)(ii)), (2) each date on which any Bid Loan shall mature, (3) the principal amount of Bid Loans which shall mature on each such date, (4) the highest and the lowest Competitive Bid submitted by the Lenders in connection with each Competitive Bid Request, and (5) the highest and the lowest Competitive Bid accepted by the Borrower. (e) Upon being notified by the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c)amount of, and the applicable Interest Period for, any LIBOR Bid Loan, the Administrative Agent shall determine LIBOR (iias provided in the definition of LIBOR) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect and give prompt notice to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by Borrower and the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07relevant Lender or Lenders thereof.

Procedure for Bid Borrowings. The Company may, as set forth in this Section, request the Agent to solicit offers from all the Banks to make Bid Loans. (a) When a Borrower the Company wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G E (a "Competitive Bid Request") so as to be received no later than 7:00 10:00 a.m. (San Francisco Chicago time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two one Business Days Day prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c2.06(c), the Borrowers Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower Company to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.06. (i) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.06(c) and must be submitted to the Agent by facsimile transmis sion transmission at the Agent's office for notices set forth on the signature pages hereto its offices specified in or pursuant to Section 10.02 not later than (1) 6:30 10:00 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 10:00 a.m. (San Francisco C hicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent Bank One (or any Affiliate of the AgentBank One) in the capacity of a Bank may be submitted, and may only be submitted, submitted if the Agent Bank One or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 10:00 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 10:00 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HF, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Borrower Company elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (ED) in case the Borrower Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the 18. "Absolute Rate") offered for each such Bid LoanLoan and the Interest Period applicable thereto; and (FE) the identity of the quoting Bank. A . (F) a Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H F or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (d) Promptly on receipt and not later than 7:00 10:00 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing Borrowing, in the case of a LIBOR Auction, or 7:00 10:00 a.m. (San Francisco Chicago time) on the proposed date of Borrowing Borrowing, in the case of an Absolute Rate Auction, the Agent will notify the Borrower Company of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c2.06(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any Notwithstanding the foregoing, any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.072.06(c). The Agent's notice to the Company shall specify (1) the aggregate principal amount of Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Request;

Procedure for Bid Borrowings. (a) When The Borrower may request a Borrower wishes Bid Borrowing hereunder by delivering to request the Banks Administrative Agent and each Lender by facsimile not later than 12:00 noon (New York City time) (i) three Business Days prior to submit offers the date of the proposed Borrowing, in the case of LIBOR Bid Loans; and (ii) one Business Day prior to make the date of the proposed Borrowing, in the case of Absolute Rate Bid Loans, a solicitation for Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no later than 7:00 a.m. (San Francisco time) at least (x) four Business Days prior to ), in substantially the date form of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate AuctionExhibit 2.04(a), specifying: (i) : the applicable Borrower; (ii) the date of such Bid Borrowingrequested borrowing date, which shall be a Business Day; (iii) ; the aggregate amount of such Bid the Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof; (iv) ; whether the Competitive Bids Bid Loans requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or bothLoans; and (v) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive such Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive BidsLoans, which shall constitute an invitation by be not less than five days and not more than 183 days and which shall not extend beyond the Borrower Maturity Date; and any other terms to each Bank be applicable to submit Competitive Bids offering to make the such Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07Loans. (i) Each Bank may at Lender may, in response to a Competitive Bid Request, in its discretion discretion, irrevocably submit to the Borrower a Competitive Bid containing an offer or offers to make one or more Bid Loans in response to any Invitation for Competitive BidsLoans. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted to the Agent Borrower by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 before 10:00 a.m. (San Francisco New York City time) three (i) two Business Days prior to the proposed date of Borrowing, in the case of a request for LIBOR Auction or Bid Loans and (2) 6:30 a.m. (San Francisco timeii) on the proposed date of Borrowing, in the case of an a request for Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Bid Loans. Each Competitive Bid shall be in substantially the form of Exhibit H2.04(b), specifying therein: (A) specifying: the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal minimum amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must shall be $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof, and (z) the maximum amount thereof, which may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; requested (D) in case but which may exceed such Lender's Commitment); the Borrower elects a LIBOR Auction, the margin above rate or below the LIBO Rate (the "LIBOR Bid Margin") rates of interest per annum offered for each such Bid Loan, which, in the case of a LIBOR Bid Loan, shall be expressed in multiples of 1/1000th of one basis point as a percentage (rounded to the nearest 1/100%) to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point LIBOR (the "Absolute RateLIBOR Bid Margin") offered ); the applicable Interest Period for each such Bid LoanLoan offered by it; and (F) and the identity and the applicable Lending Office of the quoting BankLender. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) : is not substantially in conformity with Exhibit H 2.04(b) or does not specify all of the information required by subsection clause (c)(iiii) of this Section; (B) above; contains qualifying, conditional or similar language; (C) ; proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive BidsBid Request; or (D) or arrives after the time set forth in subsection (c)(i). (d) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing in the case of an Absolute Rate Auction, the Agent will notify the Borrower of the terms clause (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07above.

Procedure for Bid Borrowings. (a) When a any Borrower wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G C (a "Competitive Bid Request") so as to be received no later than 7:00 a.m. 1:00 P.M. (San Francisco New York City time) at least (x) not less than four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Eurodollar Auction, or (y) not less than two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Eurodollar Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, thereto (subject to the provisions of the definition of "Interest Period" herein). Subject to subsection 2.07(c), the The Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation invitation for Competitive Bids, Bids which shall constitute an invitation by the respective Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.06. (i) Each Bank may at its sole and absolute discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(cSection 2.06(c) and must be submitted to the Agent by facsimile transmis sion transmission at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 a.m. 9:30 A.M. (San Francisco New York City time) three Business Days prior to the proposed date of Bid Borrowing, in the case of a LIBOR Eurodollar Auction or (2) 6:30 a.m. 9:30 A.M. (San Francisco New York City time) on the proposed date of Borrowing, Bid Borrowing in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company respective Borrower of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. 9:15 A.M. (San Francisco New York City time) three Business Days prior to the proposed date of Bid Borrowing, in the case of a LIBOR Eurodollar Auction or (B) 6:15 a.m. 9:15 A.M. (San Francisco New York City time) on the proposed date of Bid Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HD, specifying therein: (A) the applicable Borrowerproposed date of Bid Borrowing; (B) the proposed date of Borrowing; (C) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be a minimum principal amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, thereof and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the respective Borrower elects a LIBOR Eurodollar Auction, the margin above or below the LIBO Rate LIBOR (the "LIBOR Eurodollar Bid Margin") offered for each such Bid Loan, expressed in multiples of as a percentage (rounded upward to the nearest 1/1000th of one basis point 1%) to be added to or subtracted from the applicable LIBO Rate LIBOR and the Interest Period applicable thereto; (ED) in case the respective Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples (rounded upward to the nearest 1/100th of 1/1000th of one basis point 1%) (the "Absolute Rate") offered for each such Bid Loan; and (FE) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H D or does not specify all of the information required by subsection Section (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection Section (c)(i). (iv) Notwithstanding anything to the contrary contained in this Section 2.06(c), a Competitive Bid may be greater than or less than the respective Commitment of any Bid Loan Lender. (d) Promptly on receipt and not later than 7:00 a.m. 10:00 A.M. (San Francisco New York City time) three Business Days prior to the proposed date of Bid Borrowing in the case of a LIBOR Eurodollar Auction, or 7:00 a.m. 10:00 A.M. (San Francisco New York City time) on the proposed date of Borrowing Bid Borrowing, in the case of an Absolute Rate Auction, the Agent will notify the respective Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(cSection 2.06(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07Bid

Procedure for Bid Borrowings. (a) When a the Borrower wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Administrative Agent by telephone call followed promptly by facsimile transmission of a notice in substantially the form of Exhibit G (a "Competitive Bid Request") Request so as to be received no later than 7:00 a.m. 11:00 A.M. (San Francisco Charlotte, North Carolina time) at least (x) four five Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Eurodollar Rate Auction, or (y) two three Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof;; CHAR_1\F:\DOCS\KAM\BANKING\218148_8 30 (iviii) whether the Competitive Bids requested are to be for LIBOR Eurodollar Rate Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(cSection 2.4(c), the Borrowers Borrower may not request Competitive Bids for more than three four Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Administrative Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.4. (i) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(cSection 2.4(c) and must be submitted to the Administrative Agent by facsimile transmis sion transmission at the Administrative Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 a.m. 9:45 A.M. (San Francisco Charlotte, North Carolina time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR an Eurodollar Rate Auction or (2) 6:30 a.m. 9:45 A.M. (San Francisco Charlotte, North Carolina time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies the Company Borrower of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. 9:30 A.M. (San Francisco Charlotte, North Carolina time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Eurodollar Rate Auction or (B) 6:15 a.m. 9:30 A.M. (San Francisco Charlotte, North Carolina time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H, specifying specify therein: (A) the applicable Borrowerproposed date of Bid Borrowing; (B) the proposed date of Borrowing; (C) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x1) may be equal to, greater than or CHAR_1\F:\DOCS\KAM\BANKING\218148_8 31 less than the Revolving Commitment of the quoting Bank, (y2) must be $10,000,000 or in integral multiples of $1,000,000 in excess thereof, and (z3) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Borrower elects a LIBOR Eurodollar Rate Auction, the margin above or below the LIBO Eurodollar Rate (the "LIBOR Eurodollar Rate Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Eurodollar Rate and the Interest Period applicable thereto; (ED) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan; and (FE) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H C or does not specify all of the information required by subsection (c)(ii) of this SectionSection 2.4(c)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(iSection 2.4(c)(i). (d) Promptly on receipt and not later than 7:00 a.m. 10:00 A.M. (San Francisco Charlotte, North Carolina time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Eurodollar Rate Auction, or 7:00 a.m. 10:00 A.M. (San Francisco Charlotte, North Carolina time) on the proposed date of Borrowing Borrowing, in the case of an Absolute Rate Auction, the Administrative Agent will notify the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(cSection 2.4(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Administrative CHAR_1\F:\DOCS\KAM\BANKING\218148_8 32 (e) Not later than 10:30 A.M. (Charlotte, North Carolina time) three Business Days prior to the proposed date of Borrowing, in the case of a Eurodollar Rate Auction, or 10:30 A.M. (Charlotte, North Carolina time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction, the Borrower shall notify the Administrative Agent unless such subsequent of its acceptance or non-acceptance of the Competitive Bid is submitted solely Bids so notified to correct a manifest error in such former it pursuant to Section 2.4(d). The Borrower shall be under no obligation to accept any Competitive Bid and only if received within may choose to reject all Competitive Bids. In the times case of acceptance, such notice shall specify the aggregate principal amount of Competitive Bids for each Interest Period that is accepted. The Borrower may accept any Competitive Bid in whole or in part; provided that: (i) the aggregate principal amount of each Bid Borrowing may n ot exceed the applicable amount set forth in subsection 2.07the related Competitive Bid Request; (ii) the principal amount of each Bid Borrowing must be at least $10,000,000 or in any integral multiple of $1,000,000 in excess thereof; (iii) acceptance of Competitive Bids may only be made on the basis of ascending Eurodollar Rate Bid Margins or Absolute Rates within each Interest Period, as the case may be; and (iv) the Borrower may not accept any Competitive Bid that is described in Section 2.4(c)(iii) or that otherwise fails to comply with the requirements of this Agreement. (f) If Competitive Bids are made by two or more Banks with the same Eurodollar Rate Bid Margins or Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such Competitive Bids are permitted to be accepted for the related Interest Period, the principal amount of Bid Loans in respect of CHAR_1\F:\DOCS\KAM\BANKING\218148_8 33 which such Competitive Bids are accepted shall be allocated by the Administrative Agent among such Banks as nearly as possible (in such integral multiples, not less than $1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such Competitive Bids. Determination by the Administrative Agent of the amounts of Bid Loans shall be conclusive in the absence of manifest error. (i) The Administrative Agent will promptly notify each Bank having submitted a Competitive Bid if its Competitive Bid has been accepted and, if its Competitive Bid has been accepted, of the amount of the Bid Loan or Bid Loans to be made by it on the date of the related Bid Borrowing. (ii) Each Bank, which has received notice pursuant to Section 2.4(g)(i) that its Competitive Bid has been accepted, shall make the amounts of such Bid Loans available to the Administrative Agent for the account of the Borrower at the Administrative Agent's Office, by 2:00 P.M. (Charlotte, North Carolina time), on such date of Bid Borrowing, in funds immediately available to the Administrative Agent for the account of the Borrower at the Administrative Agent's Office. (iii) Promptly following each Bid Borrowing, the Administrative Agent shall notify each Bank of ranges of Competitive Bids submitted and the highest and lowest Competitive Bids accepted for each Interest Period requested by the Borrower and the aggregate amount borrowed pursuant to such Bid Borrowing. (iv) From time to time, the Borrower and Banks shall furnish such information to the Administrative Agent as the Administrative Agent may request relating to the making of Bid Loans, including the amounts, interest rates, dates of borrowings and maturities thereof, for purposes of the allocation of amounts received from the Borrower for payment of all amounts owing hereunder. (h) If, on or prior to the proposed date of Borrowing the Revolving Commitments have not been terminated and if, on such proposed date of Borrowing all applicable conditions to funding referenced in Sections 5.3, 5.4 and 11 are satisfied, the Banks whose Competitive Bids the Borrower has accepted will fund each Bid Loan so accepted. Nothing in this Section 2.4 shall be construed as a right of first offer in favor of the Banks or to otherwise limit the ability of the Borrower to request and accept credit facilities from any Person (including any of the Banks); provided that no Default would otherwise arise or exist as a result of the Borrower executing, delivering or performing under such credit facilities. If requested by a Bank making CHAR_1\F:\DOCS\KAM\BANKING\218148_8 34

Procedure for Bid Borrowings. (a) When a Borrower wishes the Companies wish to request the Banks to submit offers to make Bid Loans hereunder, it they shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice with a copy to the Agent in substantially the form of Exhibit G EXHIBIT I (a "Competitive Bid Request") so as to be received no later than 7:00 11:00 a.m. (San Francisco Charlotte time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate AuctionBorrowing, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 or in multiples of $1,000,000 in excess thereof; (iv) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viii) the duration of the each Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers The Companies may not request or invite Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once twice in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will determine the availability of Bid Borrowings under SECTION 2.6 and the Agent will promptly send to the Banks and Designated Bidders by facsimile transmission an Invitation for Competitive Bids, which . Each Invitation for Competitive Bids transmitted by the Agent shall constitute an invitation by the Borrower Companies to each Bank and Designated Bidder to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07SECTION 2.7. (c) (i) Each Bank and Designated Bidder may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(cSECTION 2.7(c) and must be submitted to the Agent by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto transmission not later than (1) 6:30 10:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco Charlotte time) on the proposed date of Borrowing, in the case of an Absolute Rate AuctionBorrowing Date; provided that that, Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may or a Designated Bidder must be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein submitted not later than (A) 6:15 9:45 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco Charlotte time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 or in multiples of $1,000,000 in excess thereofBorrowing Date, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (D) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan; and (F) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (d) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing in the case of an Absolute Rate Auction, the Agent will shall notify the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07Company thereof promptly.

Procedure for Bid Borrowings. (a1) When a Borrower the Company wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to notify the Agent by telephone call followed promptly by facsimile transmission FAX of a notice in substantially the form of Exhibit G F-1 (a "Competitive Bid RequestCOMPETITIVE BID REQUEST") so as to be received no later than 7:00 9:00 a.m. (San Francisco Philadelphia time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction), or (y) two Business Days prior to the date proposed Bid Loan Borrowing Date of a proposed Bid Borrowing in the case of an Absolute Rate AuctionBorrowing, specifying: : (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; ; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 or in multiples any integral multiple of $1,000,000 in excess thereof; ; (iii) the Bid Loan Duration applicable thereto; (iv) whether the Competitive Bids requested are to be for LIBOR Borrower requesting such Bid Loans or Absolute Rate Bid Loans or bothLoan; and and (v) the duration Company's account to which the proceeds of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" hereinBid Loan should be credited. Subject to subsection 2.07(c), the Borrowers The Company may not neither request Competitive Bids for more than three Interest Periods two Bid Loan Durations in a single Competitive Bid Request and may not nor request Competitive Bids more frequently than once in any period of five consecutive every three Business Days. (b2) Upon receipt of a Competitive Bid Request, the Agent will promptly send to notify each Bank by FAX of the Banks by facsimile transmission an Invitation for Competitive Bids, which Bid Request. Such notification shall constitute an invitation by the Borrower Company to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.5(c). (i3) Each Bank may at its sole discretion submit a Competitive Bid bid ("COMPETITIVE BID") containing an offer or offers to make Bid Loans in response to any Invitation for Competitive BidsBid Request. Each Competitive Bid must comply with the requirements of this subsection 2.07(cSection 2.5(c)(3) and must be submitted to the Agent (which may be by facsimile transmis sion FAX) at the Agent's office for notices set forth on the signature pages page hereto not later than (1) 6:30 9:45 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco Philadelphia time) on the proposed date of Borrowing, in the case of an Absolute Rate AuctionBid Loan Borrowing Date; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, submitted if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein its Competitive Bid not later than (A) 6:15 9:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco Philadelphia time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Bid Loan Borrowing Date. Each Competitive Bid shall be in substantially the form of Exhibit HF- 2, specifying therein: (Ai) the applicable Borrowerproposed Bid Loan Borrowing Date; (B) the proposed date of Borrowing; (Cii) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Revolving Credit Facility Commitment of the quoting Bank, (y) must be $10,000,000 1,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of the Bid Loans Loan for which Competitive Bids were requested; (Diii) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Absolute Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate Loan and the Interest Period Bid Loan Duration applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan; and (Fiv) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period Bid Loan Duration specified in the related Invitation for Competitive Bids. (iii) Bid Request. Any Competitive Bid shall be disregarded if it: (Ai) is not substantially in conformity with Exhibit H F-2 or does not specify all of the information required by subsection (c)(ii) of this SectionSection 2.5; (Bii) contains qualifying, conditional or similar language; (Ciii) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive BidsBid Request; or (Div) arrives after the time set forth in subsection (c)(i)this Section 2.5. (d4) Promptly on receipt and not later than 7:00 10:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Auction, or 7:00 a.m. (San Francisco Philadelphia time) on the proposed date of Bid Loan Borrowing in the case of an Absolute Rate AuctionDate, the Agent will notify the Borrower Company by telephone (confirmed the same day by FAX) of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c)Section 2.5, and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07this Section 2.5. The Agent's notice to the Company shall specify (1) the aggregate principal amount of Bid Loans for which offers have been received for each Bid Loan Duration specified in the related Competitive Bid Request; and

Procedure for Bid Borrowings. (a) When a Borrower the Company wishes to request the Banks Lenders to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly each Lender by facsimile transmission a notice in substantially the form of Exhibit G EXHIBIT C (a an "Competitive Bid RequestINVITATION FOR COMPETITIVE BIDS") so as to be received no later than 7:00 9:00 a.m. (San Francisco Chicago time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, Auction or (y) two one Business Days Day prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum in an aggregate amount of $10,000,000 5,000,000 or in multiples a higher integral multiple of $1,000,000 in excess thereof1,000,000; (iviii) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07. (i) Each Bank Lender may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(cSUBSECTION 2.6(b) and must be submitted to the Agent Company by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto transmission not later than (1A) 6:30 8:30 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco time) on the proposed date of BorrowingAuction, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 8:30 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HEXHIBIT D, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x1) may be equal to, greater than or less than the Commitment of the quoting BankLender, (y2) must be $10,000,000 5,000,000 or in multiples a higher integral multiple of $1,000,000 in excess thereof, and (z3) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case if the Borrower Company elects a LIBOR Auction, the margin above or below the LIBO Offshore Rate (the "LIBOR Bid MarginBID MARGIN") offered for each such Bid Loan, expressed in multiples as a percentage (rounded to the nearest 1/16th of 1/1000th of one basis point 1%) to be added to or subtracted from the applicable LIBO Rate Offshore Rate, and the Interest Period applicable thereto; (ED) in case if the Borrower Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples (which shall be an integral multiple of 1/1000th 1/100th of one basis point 1%) (the "Absolute RateABSOLUTE RATE") offered for each such Bid Loan, and the Interest Period applicable thereto; and (FE) the identity of the quoting BankLender. A Competitive Bid may contain up to three separate offers by the quoting Bank Lender with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H EXHIBIT D or does not specify all of the information required by subsection SUBSECTION (c)(iib)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection SUBSECTION (c)(i)b)(i) of this Section. (div) Promptly on receipt Subject only to the provisions of SECTIONS 4.2, 4.5 and not 5.2 hereof and the provisions of this SUBSECTION (b), any Competitive Bid shall be irrevocable except with the written consent of the Company. (c) Not later than 7:00 9:30 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing Borrowing, in the case of a LIBOR Auction, or 7:00 9:30 a.m. (San Francisco Chicago time) on the proposed date of Borrowing Borrowing, in the case of an Absolute Rate Auction, the Agent will Company shall notify (x) each Lender which submitted a Competitive Bid if its offer has been accepted and, if applicable, the Borrower amount of the terms Bid Loan or Bid Loans to be made by it on the date of the relevant Bid Borrowing and (y) the Administrative Agent of the amount of, rate of interest on and Interest Period for, and the identity of the Lender which is to make, each Bid Loan to be made on the date of each Bid Borrowing resulting from each LIBOR Auction and Absolute Rate Auction. The Company shall be under no obligation to accept any offer and may choose to reject all offers. In the case of acceptance, such notice shall specify the aggregate principal amount of offers for each Interest Period that is accepted. The Company may accept any Competitive Bid in whole or in part; PROVIDED that: (i) the aggregate principal amount of any each Bid Borrowing may not exceed the applicable amount set forth in the related Invitation for Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and Bids; (ii) the principal amount of each Bid Borrowing must be $5,000,000 or a higher integral multiple of $1,000,000; (iii) acceptance of offers may only be made on the basis of ascending LIBOR Bid Margins or Absolute Rates, as the case may be, within each Interest Period; and (iv) the Company may not accept any offer that is described in SUBSECTION 2.6(b)(iii) or that otherwise fails to comply with the requirements of this Agreement. (d) If offers are made by two or more Lenders with the same LIBOR Bid Margins or Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Bid Loans in respect of which such offers are accepted shall be allocated by the Company among such Lenders as nearly as possible (in such multiples, not less than $1,000,000, as the Company may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determination by the Company of the amount of Bid Loans shall be conclusive in the absence of manifest error. (e) Subject to the conditions precedent set forth herein (including, if applicable, SECTIONS 4.2 and 4.5), each Lender which has received notice pursuant to SUBSECTION 2.6(c) that its Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive has been accepted shall make the amounts of such Bid submitted by such Bank with respect Loans available to the same Competitive Administrative Agent for the account of the Company at the Administrative Agent's Payment Office by 1:00 p.m. (Chicago time) on such date of Bid RequestBorrowing, in funds immediately available to the Administrative Agent. Any Such funds will then be made available promptly to the Company by the Administrative Agent, at such subsequent Competitive account and office as the Company shall direct from time to time, in like funds as received by the Administrative Agent. (f) Promptly following each Bid Borrowing, the Company shall notify the Administrative Agent and each Lender which so requests of the ranges of bids submitted and the highest and lowest Bids accepted for each Interest Period requested by the Company and the aggregate amount borrowed pursuant to such Bid Borrowing. (g) From time to time, the Company and the Lenders shall furnish such information to the Administrative Agent as the Administrative Agent may request relating to the making of Bid Loans, including the amounts, interest rates, dates of borrowings and maturities thereof, for purposes of the allocation of amounts received from the Company for payment of all amounts owing hereunder. (h) Nothing in this SECTION 2.6 shall be disregarded by construed as a right of first offer in favor of the Agent unless Lenders or to otherwise limit the ability of the Company to request and accept credit facilities from any Person (including any of the Lenders), provided that no Event of Default or Unmatured Event of Default would otherwise arise or exist as a result of the Company executing, delivering or performing under such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07other credit facilities.

Procedure for Bid Borrowings. (a) When a Borrower the Company wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G I (a "Competitive Bid Request") so as to be received no later than 7:00 8:00 a.m. (San Francisco time) at least (x) four one Business Days Day prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate AuctionBorrowing, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof; (iv) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(cSection 2.7(c), the Borrowers Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower Company to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.7. (i) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(cSection 2.7(c) and must be submitted to the Agent by facsimile transmis sion transmission at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent BofA (or any Affiliate of the AgentBofA) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent BofA or such Affiliate notifies the Company Agent of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HJ, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan; and (FD) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this SectionSection 2.7(c)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(iSection 2.7(c)(i). (d) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing in the case of an Absolute Rate Auction, the Agent will notify the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07an

Procedure for Bid Borrowings. The Company may, as set forth in this Section, request the Agent to solicit offers from all the Banks to make Bid Loans. (a) When a Borrower the Company wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G E (a "“Competitive Bid Request"”) so as to be received no later than 7:00 10:00 a.m. (San Francisco Chicago time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two one Business Days Day prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "“Interest Period" ” herein. Subject to subsection 2.07(c2.06(c), the Borrowers Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower Company to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.06. (i) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.06(c) and must be submitted to the Agent by facsimile transmis sion transmission at the Agent's office for notices set forth on the signature pages hereto its offices specified in or pursuant to Section 10.02 not later than (1) 6:30 10:00 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 10:00 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent Bank One (or any Affiliate of the AgentBank One) in the capacity of a Bank may be submitted, and may only be submitted, submitted if the Agent Bank One or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 10:00 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 10:00 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HF, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; ; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; ; (DC) in case the Borrower Company elects a LIBOR Auction, the margin above or below the LIBO Rate (exclusive of the "Applicable Margin) (the “LIBOR Bid Margin"”) offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate (exclusive of the Applicable Margin) and the Interest Period applicable thereto; ; (ED) in case the Borrower Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "“Absolute Rate"”) offered for each such Bid LoanLoan and the Interest Period applicable thereto; and and (FE) the identity of the quoting Bank. A (F) a Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H F or does not specify all of the information required by subsection (c)(ii) of this Section; ; (B) contains qualifying, conditional or similar language; ; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or or (D) arrives after the time set forth in subsection (c)(i). (d) Promptly on receipt and not later than 7:00 9:00 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing Borrowing, in the case of a LIBOR Auction, or 7:00 9:00 a.m. (San Francisco Chicago time) on the proposed date of Borrowing Borrowing, in the case of an Absolute Rate Auction, the Agent will notify the Borrower Company of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c2.06(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any Notwithstanding the foregoing, any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07subsequent

Procedure for Bid Borrowings. (a) When a Borrower wishes the Companies wish to request the Banks to submit offers to make Bid Loans hereunder, it they shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice with a copy to the Agent in substantially the form of Exhibit G EXHIBIT J (a "Competitive Bid Request") so as to be received no later than 7:00 11:00 a.m. (San Francisco Charlotte time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate AuctionBorrowing, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 or in multiples of $1,000,000 in excess thereof; (iv) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viii) the duration of the each Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers The Companies may not request or invite Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once twice in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will determine the availability of Bid Borrowings under SECTION 2.6 and the Agent will promptly send to the Banks and Designated Bidders by facsimile transmission an Invitation for Competitive Bids, which . Each Invitation for Competitive Bids transmitted by the Agent shall constitute an invitation by the Borrower Companies to each Bank and Designated Bidder to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07SECTION 2.7. (i) Each Bank and Designated Bidder may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(cSECTION 2.7(c) and must be submitted to the Agent by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto transmission not later than (1) 6:30 10:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco Charlotte time) on the proposed date of Borrowing, in the case of an Absolute Rate AuctionBorrowing Date; provided that that, Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may or a Designated Bidder must be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein submitted not later than (A) 6:15 9:45 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco Charlotte time) on the proposed date of BorrowingBorrowing Date, in and the case of an Absolute Rate AuctionAgent shall notify the Company thereof promptly. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HEXHIBIT I, specifying therein: (A) the applicable Borrowerproposed Borrowing Date; (B) the proposed date of Borrowing; (C) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than to or less than the Commitment of the quoting Bank$400,000,000, (y) must be $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the aggregate principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable theretoPeriod; (ED) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of (rounded upward to the next 1/1000th of one basis point 1%) (the "Absolute Rate") offered for each such Bid Loan; and (FE) the identity of the quoting BankBank or Designated Bidder. A Competitive Bid may contain up to three separate offers by the quoting Bank or Designated Bidder with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H EXHIBIT K or does not specify all of the information required by subsection SUBSECTION (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(iSECTION 2.7(c)(i). (div) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior Notwithstanding anything to the proposed date of Borrowing contrary contained in the case of this Section 2.7(c), a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing in the case of an Absolute Rate Auction, the Agent will notify the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c)may contain, and (ii) will not be disregarded if it does contain, a restriction on the use of any proceeds thereof related to such Bank's subsidiary exercising powers related to securities; provided that the Companies shall disregard such Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted unless the Companies agree to be bound by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid restriction (which agreement shall be disregarded manifested by the Agent unless accepting such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07Bid).

Procedure for Bid Borrowings. (a) When a the Revolving Borrower wishes to request the Banks and Designated Bidders to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no later than 7:00 9:00 a.m. (San Francisco time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 or in multiples of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c2.06(c), the Borrowers Revolving Borrower may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks and Designated Bidders by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Revolving Borrower to each Bank and Designated Bidder to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.06. (i) Each Bank and Designated Bidder may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.06(c) and must be submitted to the Agent by facsimile transmis sion transmission at the Agent's office for notices set forth on the signature pages hereto Schedule 10.02 (and immediately confirmed by a telephone call) not later than (1) 6:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate affiliate of the Agent) in the capacity of a Bank or Designated Bidder may be submitted, and may only be submitted, if the Agent or such Affiliate affiliate notifies the Company Revolving Borrower of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Revolving Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate LIBOR (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate LIBOR and the Interest Period applicable thereto; (ED) in case the Revolving Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan; and (FE) the identity of the quoting BankBank or Designated Bidder. A Competitive Bid may contain up to three separate offers by the quoting Bank or Designated Bidder with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i)) of this Section. (d) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing Borrowing, in the case of a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing Borrowing, in the case of an Absolute Rate Auction, the Agent will notify the Revolving Borrower of the terms (i) of any Competitive Bid submitted by a Bank or Designated Bidder that is in accordance with subsection 2.07(c2.06(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank or Designated Bidder with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07if

Procedure for Bid Borrowings. (a) 1. When a Borrower the Company wishes to request the Banks Lenders to submit offers to make Bid Loans hereunder, it shall transmit to the Agent and each Lender by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G C (a "Competitive Bid Request") so as to be received no later than 7:00 9:00 a.m. (San Francisco Chicago time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, Auction or (y) two Business Days prior to on the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (iia) the date of such Bid Borrowing, which shall be a Business Day; (iiia) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 3,000,000 or in multiples a higher integral multiple of $1,000,000 in excess thereof1,000,000; (iva) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (va) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c2.7(b), the Borrowers Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once twice in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07. (ia) Each Bank Lender may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive BidsBid Request. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.7(b) and must be submitted to the Agent Company by facsimile transmis sion transmission at the AgentCompany's office for notices set forth on the signature pages hereto not later than 9:30 a.m. (Chicago time) (1) 6:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction Auction, or (2) 6:30 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (iia) Each Competitive Bid shall be in substantially the form of Exhibit HD, specifying therein: (A) the applicable Borrower; (B1) the proposed date of Borrowing; (C1) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting BankLender, (y) must be $10,000,000 3,000,000 or in multiples a higher integral multiple of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (D) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan; and (F) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (d) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing in the case of an Absolute Rate Auction, the Agent will notify the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07

Procedure for Bid Borrowings. (a) When The Borrower may request a Borrower wishes Bid Borrowing hereunder by delivering to request the Banks Administrative Agent and each Lender by facsimile not later than 12:00 noon (New York City time) (i) three Business Days prior to submit offers the date of the proposed Borrowing, in the case of LIBOR Bid Loans; and (ii) one Business Day prior to make the date of the proposed Borrowing, in the case of Absolute Rate Bid Loans, a solicitation for Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no later than 7:00 a.m. (San Francisco time) at least (x) four Business Days prior to ), in substantially the date form of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate AuctionExhibit 2.04(a), specifying: (iA) the applicable Borrower; (ii) the date of such Bid Borrowingrequested borrowing date, which shall be a Business Day; (iiiB) the aggregate amount of such Bid the Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof; (ivC) whether the Competitive Bids Bid Loans requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; andLoans; (vD) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive such Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive BidsLoans, which shall constitute an invitation by be not less than five days and not more than 183 days and which shall not extend beyond the Borrower Termination Date; and (E) any other terms to each Bank be applicable to submit Competitive Bids offering to make the such Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07Loans. (i) Each Bank may at Lender may, in response to a Competitive Bid Request, in its discretion discretion, irrevocably submit to the Borrower a Competitive Bid containing an offer or offers to make one or more Bid Loans in response to any Invitation for Competitive BidsLoans. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted to the Agent Borrower by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 before 10:00 a.m. (San Francisco New York City time) three (A) two Business Days prior to the proposed date of Borrowing, in the case of a request for LIBOR Auction or Bid Loans and (2) 6:30 a.m. (San Francisco timeB) on the proposed date of Borrowing, in the case of an a request for Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate AuctionBid Loans. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H2.04(b), specifying thereinspecifying: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal minimum amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must shall be $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof, and (z) the maximum amount thereof, which may not exceed the principal amount of Bid Loans for which Competitive Bids were requestedrequested (but which may exceed such Lender's Commitment); (DB) in case the Borrower elects a LIBOR Auction, the margin above rate or below the LIBO Rate (the "LIBOR Bid Margin") rates of interest per annum offered for each such Bid Loan, which, in the case of a LIBOR Bid Loan, shall be expressed in multiples of 1/1000th of one basis point as a percentage (rounded to the nearest 1/100%) to be added to or subtracted from the applicable LIBO Rate and LIBOR (the Interest Period applicable thereto"LIBOR Bid Margin"); (EC) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered applicable Interest Period for each such Bid LoanLoan offered by it; and (FD) the identity and the applicable Lending Office of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive BidsLender. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H 2.04(b) or does not specify all of the information required by subsection clause (c)(iiii) of this Sectionabove; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive BidsBid Request; or (D) arrives after the time set forth in subsection clause (c)(i)i) above. (dc) Promptly on receipt and not Not later than 7:00 11:00 a.m. (San Francisco New York City time) three (i) two Business Days prior to the proposed date of Borrowing Borrowing, in the case of LIBOR Bid Loans and (ii) on the date of such Bid Borrowing, in the case of Absolute Rate Loans, the Borrower shall either: (A) cancel such Borrowing by giving the Administrative Agent and the Lenders notice thereof (which notice may be given by telephone, confirmed by facsimile); or (B) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (b) above, in its sole discretion, by giving notice (which notice may be given by telephone, confirmed by facsimile) (A) to such Lender or Lenders of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by such Lender for such Bid Loan pursuant to paragraph (b) above) to be made by each such Lender as part of such Bid Borrowing, and reject any remaining offers made by the Lenders and give notice to that effect, and (B) to the Administrative Agent of the date of such Borrowing and the aggregate amount thereof (which may not exceed the applicable amount set forth in the related Competitive Bid Request); provided, however, that acceptance by the Borrower of offers may only be made on the basis of ascending LIBOR Bid Margins or Absolute Rates within each Interest Period; and, provided, further, that if offers are made by two or more Lenders with the same LIBOR Bid Margins or Absolute Rates for a LIBOR Auctiongreater aggregate principal amount than the amount for which such offers are accepted for the related Interest Rate Period, the principal amount of Bid Loans accepted shall be allocated by the Borrower among such Lenders as nearly as possible (in multiples not less than $1,000,000) in proportion to the aggregate principal amount of such offers; provided, however, that in the event the Borrower does not, before the time stated above, either cancel the proposed Bid Borrowing pursuant to clause (i) above or 7:00 a.m. accept one or more of the offers pursuant to clause (San Francisco ii) above, such Bid Borrowing shall be deemed cancelled and provided further, that in the event the Borrower accepts one or more of the offers pursuant to clause (ii) above but does not expressly reject or accept the remaining offers, such remaining offers shall be deemed rejected. (i) If the Borrower accepts one or more of the offers to make Bid Loans made by any Lender or Lenders pursuant to paragraph (c)(ii) above, each such Lender shall, subject to the satisfaction of the conditions precedent specified in Section 5.02, before 12:00 noon (New York City time) on the proposed date of the Bid Borrowing, make available to the Borrower at such Lender's Lending Office such Lender's portion of such Bid Borrowing in same day funds. (ii) Promptly after accepting a Bid Loan offer on the case date of an Absolute Rate Auctioneach Bid Borrowing, the Borrower shall notify the Administrative Agent will notify of (A) the aggregate amount of Bid Loans made in connection with such Bid Borrowing (which amount may not exceed the amount requested pursuant to Section 2.04(a)(ii)), (B) each date on which any Bid Loan shall mature, (C) the principal amount of Bid Loans which shall mature on each such date, (D) the highest and the lowest Competitive Bid submitted by the Lenders in connection with each Competitive Bid Request, and (E) the highest and the lowest Competitive Bid accepted by the Borrower. (e) Upon being notified by the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c)amount of, and the applicable Interest Period for, any LIBOR Bid Loan, the Administrative Agent shall determine LIBOR (iias provided in the definition of LIBOR) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect and give prompt notice to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by Borrower and the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07relevant Lender or Lenders thereof.

Procedure for Bid Borrowings. (a) When The Company may request a Borrower wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit Borrowing hereunder by delivering to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no not later than 7:00 11:00 a.m. (San Francisco New York City time) at least (xi) four Business Days prior to the date of the proposed Borrowing, in the case of a request for Base Rate Bid Loans, and (ii) two Business Days (or, in the event the Company desires that Competitive Bids be furnished on the date of the proposed Bid Borrowing, one Business Day) prior to the date of the proposed Bid Borrowing in the case of a LIBOR Auctionrequest for Fixed Rate Bid Loans, or a solicitation for Bid Loans (ya "Competitive Bid Request"), in substantially the form of Exhibit 2.04 (a) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifyingspecifying therein: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 or in multiples of $1,000,000 in excess thereof and shall not, in the case of a Tranche A Bid Borrowing, exceed the Available Tranche A Commitments on the date such proposed Borrowing is made (after giving effect to each payment and prepayment made on such date) or, in the case of a Tranche B Bid Borrowing, exceed the Available Tranche B Commitments on the date such proposed Borrowing is made (after giving effect to each payment and prepayment made on such date); sf712790 18 (iii) the maturity date or dates for the partial or complete repayment of each Bid Loan to be made as part of such Bid Borrowing (none of which shall occur after the Tranche B Termination Date) and, in the case of each partial repayment, the amount thereof; (iv) whether the Competitive Bids Bid Loans requested are to be for LIBOR Tranche A Bid Loans or Absolute Tranche B Bid Loans, and whether the Bid Loans requested are Base Rate Bid Loans or bothFixed Rate Bid Loans and, in the case of Base Rate Bid Loans, the basis of calculation of such interest rate (the "Base Rate") to be used by the Lenders in determining the rate or rates of interest to be offered by them; and (v) any other terms to be applicable to such Bid Borrowing (including the duration extent to which terms similar to Section 4.05 shall be applicable to such Bid Borrowing). The Agent shall promptly notify each Lender of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon its receipt of a Competitive Bid Request, the Agent will promptly send to the Banks Request by sending such Lender by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which a copy of such Competitive Bid Request relates in accordance with this Section 2.07Request. (i) Each Bank may Lender may, in response to a Competitive Bid Request, at its discretion option, irrevocably submit a Competitive Bid containing an offer or offers to make one or more Bid Loans at a rate or rates of interest specified by such Lender in response to any Invitation for Competitive Bidsits sole discretion. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted to the Agent by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 Company before 10:00 a.m. (San Francisco New York City time) (A) three Business Days prior to the proposed date of the proposed Bid Borrowing, in the case of a LIBOR Auction or request for Base Rate Bid Loans, and (2B) 6:30 a.m. (San Francisco time) on one Business Day prior to the date of the proposed date of BorrowingBid Borrowing (or, in the case of an Absolute Rate Auction; provided event the Company desires that Competitive Bids submitted by be furnished on the Agent (or any Affiliate date of the Agent) in proposed Bid Borrowing, on the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of such proposed Borrowing), in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute request for Fixed Rate AuctionBid Loans. (ii) Each Competitive Bid (which shall be by telephone, promptly confirmed in substantially the form of Exhibit H, specifying thereinwriting) shall specify: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal minimum amount of each Bid Loan for which such Competitive Bid is being made, made (which principal shall be at least $5,000,000) and the maximum amount thereof (x) which may be equal to, greater than exceed such Lender's Tranche A Commitment or less than the Commitment of the quoting Bank, (y) must be $10,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requestedits Tranche B Commitment); (DB) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate or rates of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan, which, in the case of a Base Rate Bid Loan, shall be expressed as a margin to be added to, or subtracted from, the Base Rate specified by the Company in its Bid Request; and (FC) the identity applicable Lending Office of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive BidsLender. (iii) Any Competitive Bid shall may be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this SectionSection 2.04(b)(ii); (B) contains qualifying, conditional or similar language;; sf712790 19 (C) proposes terms other than than, or in addition to to, those set forth in the applicable Invitation for Competitive BidsBid Request; or (D) arrives after the time set forth in subsection (c)(iSection 2.04(b)(i). (dc) Promptly on receipt and not Not later than 7:00 11:00 a.m. (San Francisco New York City time) three Business Days prior to the proposed date of Borrowing the proposed Bid Borrowing, in the case of a LIBOR AuctionBorrowing of Base Rate Bid Loans, or 7:00 and 11:00 a.m. (San Francisco New York City time) one Business Day prior to the date of the proposed Bid Borrowing (or, in the event the Company desires that Competitive Bids be furnished on the proposed date of Borrowing the proposed Bid Borrowing, on the date of such proposed Borrowing), in the case of an Absolute a Borrowing of Fixed Rate AuctionBid Loans, the Agent will notify the Borrower of the terms Company shall either (i) of any Competitive cancel such Bid submitted Borrowing by a Bank that is giving the Agent and the Lenders notice thereof (which notice may be given by telephone and confirmed in accordance with subsection 2.07(c), and writing by facsimile) or (ii) accept one or more of the offers made by any Lender or Lenders pursuant to Section 2.04(b), in its sole discretion, by giving notice (which notice may be given by telephone, confirmed in writing by facsimile) to such Lenders of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Company by such Lender for such Bid Loan pursuant to Section 2.04(b)) to be made by each such Lender as part of such Bid Borrowing, and reject any remaining offers made by giving the Lenders notice (which notice may be given by telephone, confirmed in writing by facsimile) to that effect; provided, however, that to the extent that the Company elects to accept one or more Competitive Bids submitted by Lenders for a given Interest Period, the Company shall accept such Competitive Bids on the basis of ascending interest rates; and, provided, further, that in the event the Company does not, before the time stated above, either cancel the proposed Bid Borrowing pursuant to Section 2.04(c)(i) or accept one or more of the offers pursuant to this Section 2.04(c)(ii), such Bid Borrowing shall be deemed cancelled and provided, further, that in the event the Company accepts one or more of the offers pursuant to this Section 2.04(c)(ii) but does not expressly reject the remaining offers, such offers shall be deemed rejected. The Company shall promptly notify the Agent of the date and amount of any Competitive proposed Bid Borrowing. (d) For purposes of Sections 2.01, 2.06 and 4.01(a), each outstanding Bid Loan (and until repayment in full thereof, each 1996 Facility Bid Loan) shall be deemed to utilize the Tranche A Commitments of each Lender, in the case of Tranche A Bid Loans, or the Tranche B Commitments of each Lender, in the case of Tranche B Bid Loans, whether or not such Lender has made such Bid Loan, by an amount equal to such Lender's Commitment Percentage times the amount of such Bid Loan (or 1996 Facility Bid Loan). (e) The rights of any Lender under the 1996 Credit Agreement which is also a Lender under this Agreement and which has made 1996 Facility Bid Loans that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by are outstanding on the Closing Date shall terminate on the Closing Date and such Bank Lender shall have the same rights with respect to the same Competitive its 1996 Facility Bid RequestLoans as if such 1996 Facility Bid Loans were Bid Loans hereunder. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07sf712790 20

Procedure for Bid Borrowings. (a) When The Company may request a Borrower wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit Borrowing hereunder by delivering to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no not later than 7:00 11:00 a.m. (San Francisco New York City time) at least (xi) four Business Days prior to the date of the proposed Borrowing, in the case of a request for Base Rate Bid Loans, and (ii) two Business Days (or, in the event the Company desires that Competitive Bids be furnished on the date of the proposed Bid Borrowing, one Business Day) prior to the date of the proposed Table of Contents Bid Borrowing in the case of a LIBOR Auctionrequest for Fixed Rate Bid Loans, or a solicitation for Bid Loans (ya “Competitive Bid Request”), in substantially the form of Exhibit 2.04(a) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifyingspecifying therein: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 or in integral multiples of $1,000,000 5,000,000 in excess thereof and shall not exceed the Available Commitments on the date such proposed Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) the maturity date or dates for the partial or complete repayment of each Bid Loan to be made as part of such Bid Borrowing (none of which shall occur after the Termination Date) and, in the case of each partial repayment, the amount thereof; (iv) whether the Competitive Bids Bid Loans requested are to be for LIBOR Bid Loans or Absolute Base Rate Bid Loans or bothFixed Rate Bid Loans and, in the case of Base Rate Bid Loans, the basis of calculation of such interest rate (the “Base Rate”) to be used by the Lenders in determining the rate or rates of interest to be offered by them; and (v) any other terms to be applicable to such Bid Borrowing (including the duration extent to which terms similar to Section 4.05 shall be applicable to such Bid Borrowing). The Agent shall promptly notify each Lender of the Interest Period applicable thereto, subject to the provisions its receipt of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request by sending such Lender by facsimile a copy of such Competitive Bids more than once in any period of five consecutive Business DaysBid Request. (b) Upon receipt of Each Lender may, in response to a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07. (i) Each Bank may at its discretion option, irrevocably submit a Competitive Bid containing an offer or offers to make one or more Bid Loans at a rate or rates of interest specified by such Lender in response to any Invitation for Competitive Bidsits sole discretion. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted to the Agent by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 Company before 10:00 a.m. (San Francisco New York City time) (A) three Business Days prior to the proposed date of the proposed Bid Borrowing, in the case of a LIBOR Auction or request for Base Rate Bid Loans, and (2B) 6:30 a.m. (San Francisco time) on one Business Day prior to the date of the proposed date of BorrowingBid Borrowing (or, in the case of an Absolute Rate Auction; provided event the Company desires that Competitive Bids submitted by be furnished on the Agent (or any Affiliate date of the Agent) in proposed Bid Borrowing, on the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of such proposed Borrowing), in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute request for Fixed Rate AuctionBid Loans. (iii) Each Competitive Bid (which shall be by telephone, promptly confirmed in substantially the form of Exhibit H, specifying thereinwriting) shall specify: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal minimum amount of each Bid Loan for which such Competitive Bid is being made, made (which principal shall be at least $5,000,000) and the maximum amount thereof (x) which may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requestedsuch Lender’s Commitment); (DB) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate or rates of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan, which, in the case of a Base Rate Bid Loan, shall be expressed as a margin to be added to, or subtracted from, the Base Rate specified by the Company in its Bid Request; and (FC) the identity applicable Lending Office of the quoting BankLender. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids.Table of Contents (iiiii) Any Competitive Bid shall may be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this SectionSection 2.04(b)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than than, or in addition to to, those set forth in the applicable Invitation for Competitive BidsBid Request; or (D) arrives after the time set forth in subsection (c)(iSection 2.04(b)(i). (dc) Promptly on receipt and not Not later than 7:00 11:00 a.m. (San Francisco New York City time) three Business Days prior to the proposed date of Borrowing the proposed Bid Borrowing, in the case of a LIBOR AuctionBorrowing of Base Rate Bid Loans, or 7:00 and 11:00 a.m. (San Francisco New York City time) one Business Day prior to the date of the proposed Bid Borrowing (or, in the event the Company desires that Competitive Bids be furnished on the proposed date of Borrowing the proposed Bid Borrowing, on the date of such proposed Borrowing), in the case of an Absolute a Borrowing of Fixed Rate AuctionBid Loans, the Agent will notify the Borrower of the terms Company shall either (i) of any Competitive cancel such Bid submitted Borrowing by a Bank that is giving the Agent and the Lenders notice thereof (which notice may be given by telephone and confirmed in accordance with subsection 2.07(c), and writing by facsimile) or (ii) accept one or more of the offers made by any Lender or Lenders pursuant to Section 2.04(b), in its sole discretion, by giving notice (which notice may be given by telephone, confirmed in writing by facsimile) to such Lenders of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Company by such Lender for such Bid Loan pursuant to Section 2.04(b)) to be made by each such Lender as part of such Bid Borrowing, and reject any remaining offers made by giving the Lenders notice (which notice may be given by telephone, confirmed in writing by facsimile) to that effect; provided, however, that to the extent that the Company elects to accept one or more Competitive Bids submitted by Lenders for a given Interest Period, the Company shall accept such Competitive Bids on the basis of ascending interest rates; and, provided, further, that in the event the Company does not, before the time stated above, either cancel the proposed Bid Borrowing pursuant to Section 2.04(c)(i) or accept one or more of the offers pursuant to this Section 2.04(c)(ii), such Bid Borrowing shall be deemed cancelled and provided, further, that in the event the Company accepts one or more of the offers pursuant to this Section 2.04(c)(ii) but does not expressly reject the remaining offers, such offers shall be deemed rejected. The Company shall promptly notify the Agent of the date and amount of any Competitive proposed Bid that amendsBorrowing. (d) For purposes of Sections 2.01 and 2.06, modifies or is otherwise inconsistent with a previous Competitive each outstanding Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid Loan shall be disregarded deemed to utilize the Commitments of each Lender whether or not such Lender has made such Bid Loan, by an amount equal to such Lender’s Commitment Percentage times the Agent unless amount of such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07Loan.

Procedure for Bid Borrowings. The Company may, as set forth in this Section, on behalf of itself or another Bid Borrower request the U.S. Agent to solicit offers from all the Lenders to make Bid Loans. (a) When a Borrower the Company wishes to request the Banks Lenders to submit offers to make Bid Loans hereunder, it shall transmit to the U.S. Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G H (a "Competitive Bid Request") so as to be received no later than 7:00 10:30 a.m. (San Francisco Chicago time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two one Business Days Day prior to the date of a proposed Bid Borrowing in the case of an Absolute Specific Rate Auction, specifying: (i) the applicable identity of the Bid Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 U.S.$5,000,000 or in multiples of U.S. $1,000,000 in excess thereof; (iv) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Specific Rate Bid Loans or both; and (v) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers Company may not request the U.S. Agent to solicit offers for Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the U.S. Agent will promptly send to the Banks Lenders by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower Company (on behalf of itself or another Bid Borrower) to each Bank Lender to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07. (i) Each Bank Lender may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted to the U.S. Agent by facsimile transmis sion transmission at the Agent's office for notices set forth on the signature pages hereto its offices specified in or pursuant to Section 11.02 not later than (1) 6:30 8:30 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 8:30 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute a Specific Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and BofA may only be submitted, submitted if the Agent or such Affiliate BofA notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 8:15 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 8:15 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute a Specific Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HI, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting BankLender, (y) must be $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Borrower Company elects a LIBOR Auction, the margin above or below the LIBO Eurocurrency Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Eurocurrency Rate and the Interest Period applicable thereto; (ED) in case the Borrower Company elects an Absolute a Specific Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Specific Rate") offered for each such Bid LoanLoan and the Interest Period applicable thereto; and (FE) the identity of the quoting BankLender. A Competitive Bid may contain up to three separate offers by the quoting Bank Lender with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H I or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (d) Promptly on receipt and not later than 7:00 9:00 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing Borrowing, in the case of a LIBOR Auction, or 7:00 9:00 a.m. (San Francisco Chicago time) on the proposed date of Borrowing Borrowing, in the case of an Absolute a Specific Rate Auction, the U.S. Agent will notify the Borrower Company of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07Competitive

Procedure for Bid Borrowings. (a1) When a Borrower wishes the Companies wish to request the Banks to submit offers to make Bid Loans hereunder, it they shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice with a copy to the Agent in substantially the form of Exhibit G J (a "Competitive Bid Request") so as to be received no later than 7:00 11:00 a.m. (San Francisco Charlotte time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate AuctionBorrowing, specifying: (i) the applicable Borrower; (ii1) the date of such Bid Borrowing, which shall be a Business Day; (iii2) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 or in multiples of $1,000,000 in excess thereof; (iv) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (v3) the duration of the each Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers The Companies may not request or invite Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once twice in any period of five consecutive Business Days. (b2) Upon receipt of a Competitive Bid Request, the Agent will determine the availability of Bid Borrowings under Section 2.6 and the Agent will promptly send to the Banks and Designated Bidders by facsimile transmission an Invitation for Competitive Bids, which . Each Invitation for Competitive Bids transmitted by the Agent shall constitute an invitation by the Borrower Companies to each Bank and Designated Bidder to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.7. (i) Each Bank and Designated Bidder may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(cSection 2.7(c) and must be submitted to the Agent by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto transmission not later than (1) 6:30 10:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco Charlotte time) on the proposed date of Borrowing, in the case of an Absolute Rate AuctionBorrowing Date; provided that that, Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may or a Designated Bidder must be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein submitted not later than (A) 6:15 9:45 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco Charlotte time) on the proposed date of BorrowingBorrowing Date, in and the case of an Absolute Rate AuctionAgent shall notify the Company thereof promptly. (ii1) Each Competitive Bid shall be in substantially the form of Exhibit HK, specifying therein: (A1) the applicable Borrowerproposed Borrowing Date; (B) the proposed date of Borrowing; (C2) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than to or less than the Commitment of the quoting Bank$525,000,000, (y) must be $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the aggregate principal amount of Bid Loans for which Competitive Bids were requested; (D3) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable theretoPeriod; (E4) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of (rounded upward to the next 1/1000th of one basis point 1%) (the "Absolute Rate") offered for each such Bid Loan; and (F5) the identity of the quoting BankBank or Designated Bidder. A Competitive Bid may contain up to three separate offers by the quoting Bank or Designated Bidder with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii2) Any Competitive Bid shall be disregarded if it: (A1) is not substantially in conformity with Exhibit H K or does not specify all of the information required by subsection (c)(ii) of this Section; (B2) contains qualifying, conditional or similar language; (C3) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D4) arrives after the time set forth in subsection (c)(iSection 2.7(c)(i). (d3) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior Notwithstanding anything to the proposed date of Borrowing contrary contained in the case of this Section 2.7(c), a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing in the case of an Absolute Rate Auction, the Agent will notify the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c)may contain, and (ii) will not be disregarded if it does contain, a restriction on the use of any proceeds thereof related to such Bank's subsidiary exercising powers related to securities; provided that the Companies shall disregard such Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted unless the Companies agree to be bound by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid restriction (which agreement shall be disregarded manifested by the Agent unless accepting such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07Bid).

Procedure for Bid Borrowings. (a) When a Borrower the Company wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no later than 7:00 a.m. 12:00 noon (San Francisco Chicago time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two one Business Days Day prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers Company may not request Competitive Bids for more than three (3) Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive (5) Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower Company to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07. (i) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted to the Agent by facsimile transmis sion transmission at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 8:30 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 8:30 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 8:15 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 8:15 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Borrower Company elects a LIBOR Auction, the margin above or below the LIBO Rate LIBOR (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point (1) percent to be added to or subtracted from the applicable LIBO Rate LIBOR and the Interest Period applicable thereto; (ED) in case the Borrower Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (1) percent (the "Absolute Rate") offered for each such Bid Loan; and (FE) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar languagelanguage (except with respect to the aggregate amount of Bid Loans that may be accepted); (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (d) Promptly on receipt and not later than 7:00 9:00 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Auction, or 7:00 9:00 a.m. (San Francisco Chicago time) on the proposed date of Borrowing Borrowing, in the case of an Absolute Rate Auction, the Agent will notify the Borrower Company of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.072.07(c)(i). The Agent's notice to the Company shall specify (1) the aggregate principal amount of Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Request; and

Procedure for Bid Borrowings. (a) When The Company may request a Borrower wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit Borrowing hereunder by delivering to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no not later than 7:00 11:00 a.m. (San Francisco New York City time) at least (xi) four Business Days prior to the date of the proposed Borrowing, in the case of a request for Base Rate Bid Loans, and (ii) two Business Days (or, in the event the Company desires that Competitive Bids be furnished on the date of the proposed Bid Borrowing, one Business Day) prior to the date of the proposed Bid Borrowing in the case of a LIBOR Auctionrequest for Fixed Rate Bid Loans, or a solicitation for Bid Loans (ya "Competitive Bid Request"), in substantially the form of Exhibit 2.04 (a) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifyingspecifying therein: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 or in multiples of $1,000,000 in excess thereof and shall not, in the case of a Tranche A Bid Borrowing, exceed the Available Tranche A Commitments on the date such proposed Borrowing is made (after giving effect to each payment and prepayment made on such date) or, in the case of a Tranche B Bid Borrowing, exceed the Available Tranche B Commitments on the date such proposed Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) the maturity date or dates for the partial or complete repayment of each Bid Loan to be made as part of such Bid Borrowing (none of which shall occur after the Tranche B Termination Date) and, in the case of each partial repayment, the amount thereof; (iv) whether the Competitive Bids Bid Loans requested are to be for LIBOR Tranche A Bid Loans or Absolute Tranche B Bid Loans, and whether the Bid Loans requested are Base Rate Bid Loans or bothFixed Rate Bid Loans and, in the case of Base Rate Bid Loans, the basis of calculation of such interest rate (the "Base Rate") to be used by the Lenders in determining the rate or rates of interest to be offered by them; and (v) any other terms to be applicable to such Bid Borrowing (including the duration extent to which terms similar to Section 4.05 shall be applicable to such Bid Borrowing). The Agent shall promptly notify each Lender of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon its receipt of a Competitive Bid Request, the Agent will promptly send to the Banks Request by sending such Lender by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which a copy of such Competitive Bid Request relates in accordance with this Section 2.07Request. (i) Each Bank may Lender may, in response to a Competitive Bid Request, at its discretion option, irrevocably submit a Competitive Bid containing an offer or offers to make one or more Bid Loans at a rate or rates of interest specified by such Lender in response to any Invitation for Competitive Bidsits sole discretion. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted to the Agent by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 Company before 10:00 a.m. (San Francisco New York City time) (A) three Business Days prior to the proposed date of the proposed Bid Borrowing, in the case of a LIBOR Auction or request for Base Rate Bid Loans, and (2B) 6:30 a.m. (San Francisco time) on one Business Day prior to the date of the proposed date of BorrowingBid Borrowing (or, in the case of an Absolute Rate Auction; provided event the Company desires that Competitive Bids submitted by be furnished on the Agent (or any Affiliate date of the Agent) in proposed Bid Borrowing, on the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of such proposed Borrowing), in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute request for Fixed Rate AuctionBid Loans. (ii) Each Competitive Bid (which shall be by telephone, promptly confirmed in substantially the form of Exhibit H, specifying thereinwriting) shall specify: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal minimum amount of each Bid Loan for which such Competitive Bid is being made, made (which principal shall be at least $5,000,000) and the maximum amount thereof (x) which may be equal to, greater than exceed such Lender's Tranche A Commitment or less than the Commitment of the quoting Bank, (y) must be $10,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requestedits Tranche B Commitment); (DB) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate or rates of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan, which, in the case of a Base Rate Bid Loan, shall be expressed as a margin to be added to, or subtracted from, the Base Rate specified by the Company in its Bid Request; and (FC) the identity applicable Lending Office of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive BidsLender. (iii) Any Competitive Bid shall may be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this SectionSection 2.04(b)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than than, or in addition to to, those set forth in the applicable Invitation for Competitive BidsBid Request; or (D) arrives after the time set forth in subsection (c)(iSection 2.04(b)(i). (dc) Promptly on receipt and not Not later than 7:00 11:00 a.m. (San Francisco New York City time) three Business Days prior to the proposed date of Borrowing the proposed Bid Borrowing, in the case of a LIBOR AuctionBorrowing of Base Rate Bid Loans, or 7:00 and 11:00 a.m. (San Francisco New York City time) one Business Day prior to the date of the proposed Bid Borrowing (or, in the event the Company desires that Competitive Bids be furnished on the proposed date of Borrowing the proposed Bid Borrowing, on the date of such proposed Borrowing), in the case of an Absolute a Borrowing of Fixed Rate AuctionBid Loans, the Agent will notify the Borrower of the terms Company shall either (i) of any Competitive cancel such Bid submitted Borrowing by a Bank that is giving the Agent and the Lenders notice thereof (which notice may be given by telephone and confirmed in accordance with subsection 2.07(c), and writing by facsimile) or (ii) accept one or more of the offers made by any Lender or Lenders pursuant to Section 2.04(b), in its sole discretion, by giving notice (which notice may be given by telephone, confirmed in writing by facsimile) to such Lenders of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Company by such Lender for such Bid Loan pursuant to Section 2.04(b)) to be made by each such Lender as part of such Bid Borrowing, and reject any remaining offers made by giving the Lenders notice (which notice may be given by telephone, confirmed in writing by facsimile) to that effect; provided, however, that to the extent that the Company elects to accept one or more Competitive Bids submitted by Lenders for a given Interest Period, the Company shall accept such Competitive Bids on the basis of ascending interest rates; and, provided, further, that in the event the Company does not, before the time stated above, either cancel the proposed Bid Borrowing pursuant to Section 2.04(c)(i) or accept one or more of the offers pursuant to this Section 2.04(c)(ii), such Bid Borrowing shall be deemed cancelled and provided, further, that in the event the Company accepts one or more of the offers pursuant to this Section 2.04(c)(ii) but does not expressly reject the remaining offers, such offers shall be deemed rejected. The Company shall promptly notify the Agent of the date and amount of any Competitive proposed Bid that amendsBorrowing. (d) For purposes of Sections 2.01, modifies or is otherwise inconsistent with a previous Competitive 2.06 and 4.01(a), each outstanding Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid Loan shall be disregarded deemed to utilize the Tranche A Commitments of each Lender, in the case of Tranche A Bid Loans, or the Tranche B Commitments of each Lender, in the case of Tranche B Bid Loans, whether or not such Lender has made such Bid Loan, by an amount equal to such Lender's Commitment Percentage times the Agent unless amount of such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07Loan.

Procedure for Bid Borrowings. (a) When a Borrower the Company wishes to request the Banks Lenders to submit offers to make Bid Loans hereunder, it shall transmit to the Administrative Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G EXHIBIT C (a "Competitive Bid RequestCOMPETITIVE BID REQUEST") so as to be received no later than 7:00 10:30 a.m. (San Francisco time) at least Chicago time (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, Auction or (y) two one Business Days Day prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 or in multiples a higher integral multiple of $1,000,000 in excess thereof1,000,000; (iviii) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(cSUBSECTION 2.6(c), the Borrowers Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Administrative Agent will promptly send to the Banks Lenders by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower Company to each Bank Lender to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07SECTION 2.6. (i) Each Bank Lender may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(cSUBSECTION 2.6(c) and must be submitted to the Administrative Agent by facsimile transmis sion transmission at the Administrative Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 8:30 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction Auction, or (2) 6:30 8:30 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided PROVIDED that Competitive Bids submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Bank Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 8:15 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction Auction, or (B) 6:15 8:15 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HEXHIBIT E, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting BankLender, (y) must be $10,000,000 or in multiples a higher integral multiple of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case if the Borrower Company elects a LIBOR Auction, the margin above or below the LIBO Offshore Rate (the "LIBOR Bid MarginBID MARGIN") offered for each such Bid Loan, expressed in multiples as a percentage (rounded to the nearest 1/32nd of 1/1000th of one basis point 1%) to be added to or subtracted from the applicable LIBO Rate Offshore Rate, and the Interest Period applicable thereto; (ED) in case if the Borrower Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples (which shall be an integral multiple of 1/1000th 1/10,000th of one basis point 1%) (the "Absolute RateABSOLUTE RATE") offered for each such Bid Loan; and (FE) the identity of the quoting BankLender. A Competitive Bid may contain up to three separate offers by the quoting Bank Lender with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H EXHIBIT E or does not specify all of the information required by subsection SUBSECTION (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection SUBSECTION (c)(i)) of this Section. (d) Promptly on receipt and not later than 7:00 9:00 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Auction, or 7:00 9:00 a.m. (San Francisco Chicago time) on the proposed date of Borrowing Borrowing, in the case of an Absolute Rate Auction, the Administrative Agent will notify the Borrower Company of the terms (i) of any Competitive Bid submitted by a Bank Lender that is in accordance with subsection 2.07(c), SUBSECTION 2.6(c) and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank Lender with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Administrative Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07SUBSECTION 2.6(c). The Administrative Agent's notice to the Company shall specify (1) the aggregate principal amount of Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid request; and

Procedure for Bid Borrowings. (a) When a Borrower the Company wishes to request the Banks and Designated Bidders to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no later than 7:00 9:00 a.m. (San Francisco time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 or in multiples of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c2.06(c), the Borrowers Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks and Designated Bidders by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower Company to each Bank and Designated Bidder to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.06. (i) Each Bank and Designated Bidder may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.06(c) and must be submitted to the Agent by facsimile transmis sion transmission at the Agent's office for notices set forth on the signature pages hereto Schedule 10.02 (and immediately confirmed by a telephone call) not later than (1) 6:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate affiliate of the Agent) in the capacity of a Bank or Designated Bidder may be submitted, and may only be submitted, if the Agent or such Affiliate affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Borrower Company elects a LIBOR Auction, the margin above or below the LIBO Rate LIBOR (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th 1/100th of one basis point to be added to or subtracted from the applicable LIBO Rate LIBOR and the Interest Period applicable thereto; (ED) in case the Borrower Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th 1/100th of one basis point (the "Absolute Rate") offered for each such Bid Loan; and (FE) the identity of the quoting BankBank or Designated Bidder. A Competitive Bid may contain up to three separate offers by the quoting Bank or Designated Bidder with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i)) of this Section. (d) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing Borrowing, in the case of a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing Borrowing, in the case of an Absolute Rate Auction, the Agent will notify the Borrower Company of the terms (i) of any Competitive Bid submitted by a Bank or Designated Bidder that is in accordance with subsection 2.07(c2.06(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank or Designated Bidder with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.072.06(c). The Agent's notice to the Company shall specify (1) the aggregate principal amount of Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Request; and

Procedure for Bid Borrowings. (a) When a any Borrower wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G C (a "Competitive Bid Request") so as to be received no later than 7:00 a.m. 1:00 p.m. (San Francisco New York City time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Eurodollar Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Eurodollar Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, thereto (subject to the provisions of the definition of "Interest Period" herein). Subject to subsection 2.07(c), the The Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation invitation for Competitive Bids, Bids which shall constitute an invitation by the respective Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.06. (i) Each Bank may at its sole and absolute discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.06(c) and must be submitted to the Agent by facsimile transmis sion transmission at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 9:30 a.m. (San Francisco New York City time) three Business Days prior to the proposed date of Bid Borrowing, in the case of a LIBOR Eurodollar Auction or (2) 6:30 9:30 a.m. (San Francisco New York City time) on the proposed date of Borrowing, Bid Borrowing in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company respective Borrower of the terms of the offer or offers contained therein not later than (A) 6:15 9:15 a.m. (San Francisco New York City time) three Business Days prior to the proposed date of Bid Borrowing, in the case of a LIBOR Eurodollar Auction or (B) 6:15 9:15 a.m. (San Francisco New York City time) on the proposed date of Bid Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HD, specifying therein: (A) the applicable Borrowerproposed date of Bid Borrowing; (B) the proposed date of Borrowing; (C) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be a minimum principal amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, thereof and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the respective Borrower elects a LIBOR Eurodollar Auction, the margin above or below the LIBO Rate LIBOR (the "LIBOR Eurodollar Bid Margin") offered for each such Bid Loan, expressed in multiples of as a percentage (rounded upward to the nearest 1/1000th of one basis point 1%) to be added to or subtracted from the applicable LIBO Rate LIBOR and the Interest Period applicable thereto; (ED) in case the respective Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples (rounded upward to the nearest 1/100th of 1/1000th of one basis point 1%) (the "Absolute Rate") offered for each such Bid Loan; and (FE) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H D or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (iv) Notwithstanding anything to the contrary contained in this subsection 2.06(c), a Competitive Bid may be greater than or less than the respective Commitment of any Bid Loan Lender. (d) Promptly on receipt and not later than 7:00 10:00 a.m. (San Francisco New York City time) three Business Days prior to the proposed date of Bid Borrowing in the case of a LIBOR Eurodollar Auction, or 7:00 10:00 a.m. (San Francisco New York City time) on the proposed date of Borrowing in the case of an Absolute Rate Auction, the Agent will notify the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07date

Procedure for Bid Borrowings. (a) When The Company may request a Borrower wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit Borrowing hereunder by delivering to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no not later than 7:00 11:00 a.m. (San Francisco New York City time) at least (xi) four Business Days prior to the date of the proposed Borrowing, in the case of a request for Base Rate Bid Loans, and (ii) two Business Days (or, in the event the Company desires that Competitive Bids be furnished on the date of the proposed Bid Borrowing, one Business Day) prior to the date of the proposed Bid Borrowing in the case of a LIBOR Auctionrequest for Fixed Rate Bid Loans, or a solicitation for Bid Loans (ya "Competitive Bid Request"), in substantially the form of Exhibit 2.04 (a) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifyingspecifying therein: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 or in multiples of $1,000,000 in excess thereof and shall not, in the case of a Tranche A Bid Borrowing, exceed the Available Tranche A Commitments on the date such proposed Borrowing is made (after giving effect to each payment and prepayment made on such date) or, in the case of a Tranche B Bid Borrowing, exceed the Available Tranche B Commitments on the date such proposed Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) the maturity date or dates for the partial or complete repayment of each Bid Loan to be made as part of such Bid Borrowing (none of which shall occur after the Tranche B Termination Date) and, in the case of each partial repayment, the amount thereof; (iv) whether the Competitive Bids Bid Loans requested are to be for LIBOR Tranche A Bid Loans or Absolute Tranche B Bid Loans, and whether the Bid Loans requested are Base Rate Bid Loans or bothFixed Rate Bid Loans and, in the case of Base Rate Bid Loans, the basis of calculation of such interest rate (the "Base Rate") to be used by the Lenders in determining the rate or rates of interest to be offered by them; and (v) any other terms to be applicable to such Bid Borrowing (including the duration extent to which terms similar to Section 4.05 shall be applicable to such Bid Borrowing). The Agent shall promptly notify each Lender of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon its receipt of a Competitive Bid Request, the Agent will promptly send to the Banks Request by sending such Lender by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which a copy of such Competitive Bid Request relates in accordance with this Section 2.07Request. (i) Each Bank may Lender may, in response to a Competitive Bid Request, at its discretion option, irrevocably submit a Competitive Bid containing an offer or offers to make one or more Bid Loans at a rate or rates of interest specified by such Lender in response to any Invitation for Competitive Bidsits sole discretion. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted to the Agent by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 Company before 10:00 a.m. (San Francisco New York City time) (A) three Business Days prior to the proposed date of the proposed Bid Borrowing, in the case of a LIBOR Auction or request for Base Rate Bid Loans, and (2B) 6:30 a.m. (San Francisco time) on one Business Day prior to the date of the proposed date of BorrowingBid Borrowing (or, in the case of an Absolute Rate Auction; provided event the Company desires that Competitive Bids submitted by be furnished on the Agent (or any Affiliate date of the Agent) in proposed Bid Borrowing, on the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of such proposed Borrowing), in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute request for Fixed Rate AuctionBid Loans. (ii) Each Competitive Bid (which shall be by telephone, promptly confirmed in substantially the form of Exhibit H, specifying thereinwriting) shall specify: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal minimum amount of each Bid Loan for which such Competitive Bid is being made, made (which principal shall be at least $5,000,000) and the maximum amount thereof (x) which may be equal to, greater than exceed such Lender's Tranche A Commitment or less than the Commitment of the quoting Bank, (y) must be $10,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requestedits Tranche B Commitment); (DB) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate or rates of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan, which, in the case of a Base Rate Bid Loan, shall be expressed as a margin to be added to, or subtracted from, the Base Rate specified by the Company in its Bid Request; and (FC) the identity applicable Lending Office of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive BidsLender. (iii) Any Competitive Bid shall may be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this SectionSection 2.04(b)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than than, or in addition to to, those set forth in the applicable Invitation for Competitive BidsBid Request; or (D) arrives after the time set forth in subsection (c)(iSection 2.04(b)(i). (dc) Promptly on receipt and not Not later than 7:00 11:00 a.m. (San Francisco New York City time) three Business Days prior to the proposed date of Borrowing the proposed Bid Borrowing, in the case of a LIBOR AuctionBorrowing of Base Rate Bid Loans, or 7:00 and 11:00 a.m. (San Francisco New York City time) one Business Day prior to the date of the proposed Bid Borrowing (or, in the event the Company desires that Competitive Bids be furnished on the proposed date of Borrowing the proposed Bid Borrowing, on the date of such proposed Borrowing), in the case of an Absolute a Borrowing of Fixed Rate AuctionBid Loans, the Agent will notify the Borrower of the terms Company shall either (i) of any Competitive cancel such Bid submitted Borrowing by a Bank that is giving the Agent and the Lenders notice thereof (which notice may be given by telephone and confirmed in accordance with subsection 2.07(c), and writing by facsimile) or (ii) accept one or more of the offers made by any Lender or Lenders pursuant to Section 2.04(b), in its sole discretion, by giving notice (which notice may be given by telephone, confirmed in writing by facsimile) to such Lenders of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Company by such Lender for such Bid Loan pursuant to Section 2.04(b)) to be made by each such Lender as part of such Bid Borrowing, and reject any remaining offers made by giving the Lenders notice (which notice may be given by telephone, confirmed in writing by facsimile) to that effect; provided, however, that to the extent that the Company elects to accept one or more Competitive Bids submitted by Lenders for a given Interest Period, the Company shall accept such Competitive Bids on the basis of ascending interest rates; and, provided, further, that in the event the Company does not, before the time stated above, either cancel the proposed Bid Borrowing pursuant to Section 2.04(c)(i) or accept one or more of the offers pursuant to this Section 2.04(c)(ii), such Bid Borrowing shall be deemed cancelled and provided, further, that in the event the Company accepts one or more of the offers pursuant to this Section 2.04(c)(ii) but does not expressly reject the remaining offers, such offers shall be deemed rejected. The Company shall promptly notify the Agent of the date and amount of any Competitive proposed Bid Borrowing. (d) For purposes of Sections 2.01, 2.06 and 4.01(a), each outstanding Bid Loan (and until repayment in full thereof, each 1996 Facility Bid Loan) shall be deemed to utilize the Tranche A Commitments of each Lender, in the case of Tranche A Bid Loans, or the Tranche B Commitments of each Lender, in the case of Tranche B Bid Loans, whether or not such Lender has made such Bid Loan, by an amount equal to such Lender's Commitment Percentage times the amount of such Bid Loan (or 1996 Facility Bid Loan). (e) The rights of any Lender under the 1996 Credit Agreement which is also a Lender under this Agreement and which has made 1996 Facility Bid Loans that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by are outstanding on the Closing Date shall terminate on the Closing Date and such Bank Lender shall have the same rights with respect to the same Competitive its 1996 Facility Bid Request. Any Loans as if such subsequent Competitive 1996 Facility Bid shall be disregarded by the Agent unless such subsequent Competitive Loans were Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07Loans hereunder.

Procedure for Bid Borrowings. (a) When The Borrower may request a Borrower wishes Bid Borrowing hereunder by delivering to request the Banks Administrative Agent and each Bank by facsimile not later than 12:00 noon (New York City time) (i) three Business Days prior to submit offers the date of the proposed Borrowing, in the case of LIBOR Bid Loans; and (ii) one Business Day prior to make the date of the proposed Borrowing, in the case of Absolute Rate Bid Loans, a solicitation for Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no later than 7:00 a.m. (San Francisco time) at least (x) four Business Days prior to ), in substantially the date form of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate AuctionExhibit 2.04(a), specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowingrequested borrowing date, which shall be a Business Day; (iiiii) the aggregate amount of such Bid the Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids Bid Loans requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; andLoans; (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive such Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive BidsLoans, which shall constitute an invitation by be not less than five days and not more than 183 days and which shall not extend beyond the Borrower Termination Date; and (v) any other terms to each Bank be applicable to submit Competitive Bids offering to make the such Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07Loans. (i) Each Bank may at may, in response to a Competitive Bid Request, in its discretion discretion, irrevocably submit to the Borrower a Competitive Bid containing an offer or offers to make one or more Bid Loans in response to any Invitation for Competitive BidsLoans. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted to the Agent Borrower by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 before 10:00 a.m. (San Francisco New York City time) three (i) two Business Days prior to the proposed date of Borrowing, in the case of a request for LIBOR Auction or Bid Loans and (2) 6:30 a.m. (San Francisco timeii) on the proposed date of Borrowing, in the case of an a request for Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate AuctionBid Loans. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H2.04(b), specifying thereinspecifying: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal minimum amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must shall be $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof, and (z) the maximum amount thereof, which may not exceed the principal amount of Bid Loans for which Competitive Bids were requestedrequested (but which may exceed such Bank's Commitment); (DB) in case the Borrower elects a LIBOR Auction, the margin above rate or below the LIBO Rate (the "LIBOR Bid Margin") rates of interest per annum offered for each such Bid Loan, which, in the case of a LIBOR Bid Loan, shall be expressed in multiples of 1/1000th of one basis point as a percentage (rounded to the nearest 1/100%) to be added to or subtracted from the applicable LIBO Rate and LIBOR (the Interest Period applicable thereto"LIBOR Bid Margin"); (EC) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered applicable Interest Period for each such Bid LoanLoan offered by it; and (FD) the identity and the applicable Lending Office of the quoting Bank. A Competitive Bid may contain up to three six separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive BidsBid Request. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H 2.04(b) or does not specify all of the information required by subsection clause (c)(iiii) of this Sectionabove; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive BidsBid Request; or (D) arrives after the time set forth in subsection clause (c)(i)i) above. (dc) Promptly on receipt and not Not later than 7:00 11:00 a.m. (San Francisco New York City time) three (i) two Business Days prior to the proposed date of Borrowing Borrowing, in the case of LIBOR Bid Loans and (ii) on the date of such Bid Borrowing, in the case of Absolute Rate Loans, the Borrower shall either (i) cancel such Borrowing by giving the Administrative Agent and the Banks notice thereof (which notice may be given by telephone, confirmed by facsimile); or (ii) accept one or more of the offers made by any Bank or Banks pursuant to paragraph (b) above, in its sole discretion, by giving notice (which notice may be given by telephone, confirmed by facsimile) (A) to such Bank or Banks of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by such Bank for such Bid Loan pursuant to paragraph (b) above) to be made by each such Bank as part of such Bid Borrowing, and reject any remaining offers made by the Banks and give notice to that effect, and (B) to the Administrative Agent of the date of such Borrowing and the aggregate amount thereof (which may not exceed the applicable amount set forth in the related Competitive Bid Request); provided, however, that acceptance by the Borrower of offers may only be made on the basis of ascending LIBOR Bid Margins or Absolute Rates within each Interest Period; and, provided, further, that if offers are made by two or more Banks with the same LIBOR Bid Margins or Absolute Rates for a LIBOR Auctiongreater aggregate principal amount than the amount for which such offers are accepted for the related Interest Rate Period, the principal amount of Bid Loans accepted shall be allocated by the Borrower among such Banks as nearly as possible (in multiples not less than $1,000,000) in proportion to the aggregate principal amount of such offers; provided, however, that in the event the Borrower does not, before the time stated above, either cancel the proposed Bid Borrowing pursuant to clause (i) above or 7:00 a.m. accept one or more of the offers pursuant to clause (San Francisco ii) above, such Bid Borrowing shall be deemed cancelled and provided further, that in the event the Borrower accepts one or more of the offers pursuant to clause (ii) above but does not expressly reject or accept the remaining offers, such remaining offers shall be deemed rejected. (i) If the Borrower accepts one or more of the offers to make Bid Loans made by any Bank or Banks pursuant to paragraph (c)(ii) above, each such Bank shall, subject to the satisfaction of the conditions precedent specified in Section 5.02, before 12:00 noon (New York City time) on the proposed date of the Bid Borrowing, make available to the Borrower at such Bank's Lending Office such Bank's portion of such Bid Borrowing in same day funds. (ii) Not later than 5:00 p.m. (New York City time) on the case date of an Absolute Rate Auctioneach Bid Borrowing, (A) the Borrower shall notify the Administrative Agent of (1) the aggregate amount of Bid Loans made in connection with such Bid Borrowing (which amount may not exceed the amount requested pursuant to Section 2.04(a)(ii)), (2) each date on which any Bid Loan shall mature, (3) the principal amount of Bid Loans which shall mature on each such date, (4) the highest and the lowest Competitive Bid submitted by the Banks in connection with each Competitive Bid Request, and (5) the highest and the lowest Competitive Bid accepted by the Borrower; and (B) the Administrative Agent will notify in turn promptly give to each Bank the information received from the Borrower in connection with such Bid Borrowing. (e) Upon being notified by the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c)amount of, and the applicable Interest Period for, any LIBOR Bid Loan, the Administrative Agent shall determine LIBOR (iias provided in the definition of LIBOR) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect and give prompt notice to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by Borrower and the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07relevant Bank or Banks thereof.

Procedure for Bid Borrowings. (a) When a Borrower the Company wishes to request the Banks to submit offers to make Bid Loans hereunder, if the Administrative Agent is then the Bid Agent, it shall transmit to the Administrative Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no later than 7:00 9:00 a.m. (San Francisco Boston time) at least (x) not more than four nor less than three Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 1,000,000 or in multiples of $1,000,000 500,000 in excess thereof; (iv) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein; (iv) the Interest Payment Dates applicable thereto; and (v) the bank and account number into which the proceeds of such Loans are to be disbursed. Subject If the Company is then the Bid Agent, it shall send to subsection 2.07(cthe Banks by facsimile transmission so as to be received no later than 9:00 a.m. (Boston time) not more than four nor less than one Business Day prior to the date of a proposed Bid Borrowing an Invitation for Competitive Bids containing the information set forth in clauses (i), (ii), (iii), (iv) and (v) of the Borrowers preceding sentence. The Company may not request or invite Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive three Business Days. (b) Upon If the Administrative Agent is then the Bid Agent, upon receipt of a Competitive Bid Request, the Administrative Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which . Each Invitation for Competitive Bid transmitted by the Bid Agent shall constitute an invitation by the Borrower Company to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.6. (i) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.6(c) and must be submitted to the Bid Agent by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto transmission not later than (1) 6:30 10:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco Boston time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that that, if the Administrative Agent is then the Bid Agent, Competitive Bids submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 9:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco Boston time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 1,000,000 or in multiples of $1,000,000 500,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan; and (FD) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (div) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior Notwithstanding anything to the proposed date of Borrowing contrary contained in the case of this subsection 2.6(c), a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing in the case of an Absolute Rate Auction, the Agent will notify the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c)may contain, and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall will not be disregarded by if it does contain, a restriction on the Agent unless use of proceeds thereof related to such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07Bank's

Procedure for Bid Borrowings. (a) When The Borrower may request a Borrower wishes Bid Borrowing hereunder by delivering to request the Banks Administrative Agent and each Lender by facsimile not later than 12:00 noon (New York City time) (i) three Business Days prior to submit offers the date of the proposed Borrowing, in the case of LIBOR Bid Loans; and (ii) one Business Day prior to make the date of the proposed Borrowing, in the case of Absolute Rate Bid Loans, a solicitation for Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no later than 7:00 a.m. (San Francisco time) at least (x) four Business Days prior to ), in substantially the date form of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate AuctionExhibit 2.04(a), specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowingrequested borrowing date, which shall be a Business Day; (iiiii) the aggregate amount of such Bid the Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids Bid Loans requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; andLoans; (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive such Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive BidsLoans, which shall constitute an invitation by be not less than five days and not more than 183 days and which shall not extend beyond the Borrower Maturity Date; and (v) any other terms to each Bank be applicable to submit Competitive Bids offering to make the such Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07Loans. (i) Each Bank may at Lender may, in response to a Competitive Bid Request, in its discretion discretion, irrevocably submit to the Borrower a Competitive Bid containing an offer or offers to make one or more Bid Loans in response to any Invitation for Competitive BidsLoans. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted to the Agent Borrower by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 before 10:00 a.m. (San Francisco New York City time) three (i) two Business Days prior to the proposed date of Borrowing, in the case of a request for LIBOR Auction or Bid Loans and (2) 6:30 a.m. (San Francisco timeii) on the proposed date of Borrowing, in the case of an a request for Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate AuctionBid Loans. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H2.04(b), specifying thereinspecifying: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal minimum amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must shall be $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof, and (z) the maximum amount thereof, which may not exceed the principal amount of Bid Loans for which Competitive Bids were requestedrequested (but which may exceed such Lender's Commitment); (DB) in case the Borrower elects a LIBOR Auction, the margin above rate or below the LIBO Rate (the "LIBOR Bid Margin") rates of interest per annum offered for each such Bid Loan, which, in the case of a LIBOR Bid Loan, shall be expressed in multiples of 1/1000th of one basis point as a percentage (rounded to the nearest 1/100%) to be added to or subtracted from the applicable LIBO Rate and LIBOR (the Interest Period applicable thereto"LIBOR Bid Margin"); (EC) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered applicable Interest Period for each such Bid LoanLoan offered by it; and (FD) the identity and the applicable Lending Office of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive BidsLender. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H 2.04(b) or does not specify all of the information required by subsection clause (c)(iiii) of this Sectionabove; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive BidsBid Request; or (D) arrives after the time set forth in subsection clause (c)(i)i) above. (dc) Promptly on receipt and not Not later than 7:00 11:00 a.m. (San Francisco New York City time) three (i) two Business Days prior to the proposed date of Borrowing Borrowing, in the case of LIBOR Bid Loans and (ii) on the date of such Bid Borrowing, in the case of Absolute Rate Loans, the Borrower shall either (i) cancel such Borrowing by giving the Administrative Agent and the Lenders notice thereof (which notice may be given by telephone, confirmed by facsimile); or (ii) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (b) above, in its sole discretion, by giving notice (which notice may be given by telephone, confirmed by facsimile) (A) to such Lender or Lenders of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by such Lender for such Bid Loan pursuant to paragraph (b) above) to be made by each such Lender as part of such Bid Borrowing, and reject any remaining offers made by the Lenders and give notice to that effect, and (B) to the Administrative Agent of the date of such Borrowing and the aggregate amount thereof (which may not exceed the applicable amount set forth in the related Competitive Bid Request); provided, however, that acceptance by the Borrower of offers may only be made on the basis of ascending LIBOR Bid Margins or Absolute Rates within each Interest Period; and, provided, further, that if offers are made by two or more Lenders with the same LIBOR Bid Margins or Absolute Rates for a LIBOR Auctiongreater aggregate principal amount than the amount for which such offers are accepted for the related Interest Rate Period, the principal amount of Bid Loans accepted shall be allocated by the Borrower among such Lenders as nearly as possible (in multiples not less than $1,000,000) in proportion to the aggregate principal amount of such offers; provided, however, that in the event the Borrower does not, before the time stated above, either cancel the proposed Bid Borrowing pursuant to clause (i) above or 7:00 a.m. accept one or more of the offers pursuant to clause (San Francisco ii) above, such Bid Borrowing shall be deemed cancelled and provided further, that in the event the Borrower accepts one or more of the offers pursuant to clause (ii) above but does not expressly reject or accept the remaining offers, such remaining offers shall be deemed rejected. (i) If the Borrower accepts one or more of the offers to make Bid Loans made by any Lender or Lenders pursuant to paragraph (c)(ii) above, each such Lender shall, subject to the satisfaction of the conditions precedent specified in Section 5.02, before 12:00 noon (New York City time) on the proposed date of the Bid Borrowing, make available to the Borrower at such Lender's Lending Office such Lender's portion of such Bid Borrowing in same day funds. (ii) Promptly after accepting a Bid Loan offer on the case date of an Absolute Rate Auctioneach Bid Borrowing, the Agent will Borrower shall notify the Borrower Administrative Agent of (1) the terms aggregate amount of Bid Loans made in connection with such Bid Borrowing (iwhich amount may not exceed the amount requested pursuant to Section 2.04(a)(ii)), (2) each date on which any Bid Loan shall mature, (3) the principal amount of any Bid Loans which shall mature on each such date, (4) the highest and the lowest Competitive Bid submitted by a Bank that is the Lenders in accordance connection with subsection 2.07(c)each Competitive Bid Request, and (ii5) of any the highest and the lowest Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded accepted by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07Borrower.

Procedure for Bid Borrowings. (a) When a Borrower the Company wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Administrative Agent by telephone call followed promptly and each Bid Bank by facsimile transmission a notice in substantially the form of Exhibit G F (a "Competitive Bid Request") so as to be received no later than 7:00 10:00 a.m. (San Francisco Chicago time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two one Business Days Day prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c2.06(b), the Borrowers Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07. (i) Each Bid Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive BidsBid Request. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.06(b) and must be submitted to the Agent Company by facsimile transmis sion transmission at the AgentCompany's office for notices set forth on the signature pages hereto not later than (1) 6:30 9:30 a.m. (San Francisco Chicago time) (i) three Business Days prior to the proposed date of Borrowing, Borrowing in the case of a LIBOR Auction Bid Loan or (2) 6:30 a.m. (San Francisco timeii) on the proposed date of Borrowing, Borrowing in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate AuctionBid Loan. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HG, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Borrower Company elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th 1/100th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (ED) in case the Borrower Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th 1/100th of one basis point (the "Absolute Rate") offered for each such Bid Loan; and (FE) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H G or does not specify all of the information required by subsection (c)(iib)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (dc) Promptly on receipt and not Not later than 7:00 10:00 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing Borrowing, in the case of a LIBOR Auction, or 7:00 10:00 a.m. (San Francisco Chicago time) on the proposed date of Borrowing Borrowing, in the case of an Absolute Rate Auction, the Agent will Company shall notify each Bank whose Competitive Bid the Borrower Company is accepting of its acceptance of the terms offer received pursuant to subsection 2.06(b) and the amount of the Bid Loan or Bid Loans to be made by such Bank on the date of the Bid Borrowing. The Company shall be under no obligation to accept any offer and may choose to reject all offers. The Company may accept any Competitive Bid in whole or in part; provided that: (i) the aggregate principal amount of any each Bid Borrowing may not exceed the applicable amount set forth in the related Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and Request; (ii) the principal amount of each Bid Borrowing must be $5,000,000 or in any multiple of $1,000,000 in excess thereof; (iii) acceptance of offers may only be made on the basis of ascending LIBOR Bid Margins or Absolute Rates within each Interest Period, as the case may be; and (iv) the Company may not accept any offer that is described in subsection 2.06(b)(iii) or that otherwise fails to comply with the requirements of this Agreement. (d) If offers are made by two or more Banks with the same LIBOR Bid Margins or Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Bid Loans in respect of which such offers are accepted shall be allocated by the Company among such Banks as nearly as possible (in such multiples, not less than $1,000,000, as the Company may deem appropriate) in proportion to the aggregate principal amounts of such offers. (i) The Company shall notify the Administrative Agent of all Competitive Bids accepted and the amount and maturity of each Bid Loan of each Bank whose Competitive Bid has been accepted. (ii) Each Bank which has received notice pursuant to subsection 2.06(c) that amends, modifies or is otherwise inconsistent with a previous its Competitive Bid submitted by has been accepted shall make the amounts of such Bank with respect Bid Loans available to the same Competitive Administrative Agent for the account of the Company at the Administrative Agent's Payment Office, by 12:00 noon (Chicago time), on the date of the applicable Bid RequestBorrowing, in funds immediately available to the Administrative Agent. (iii) Promptly following each Bid Borrowing, the Company shall notify each Bank which submitted a Bid of the ranges of bids submitted and the highest and lowest Bids accepted for each Interest Period requested by the Company and the aggregate amount and maturities of each Bid Loan borrowed pursuant to such Bid Borrowing. (iv) From time to time, the Company and the Banks shall furnish such information to the Administrative Agent as the Administrative Agent may request relating to the making of Bid Loans, including the amounts, interest rates, dates of borrowings and maturities thereof, for purposes of the allocation of amounts received from the Company for payment of all amounts owing hereunder. (f) If, on or prior to the proposed date of Borrowing, the Commitments have not been terminated and if, on such proposed date of Borrowing all applicable conditions to funding referenced in Sections 4.01 and 4.02 hereof are satisfied, the Banks whose offers the Company has accepted will fund each Bid Loan so accepted. Any such subsequent Competitive Bid Nothing in this Section 2.06 shall be disregarded by construed as a right of first offer in favor of the Agent unless Banks or to otherwise limit the ability of the Company to request and accept credit facilities from any Person (including any of the Banks), provided that no Default or Event of Default would otherwise arise or exist as a result of the Company executing, delivering or performing under such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07credit facilities.

Procedure for Bid Borrowings. (a) When a Borrower the Company wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent Banks by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G EXHIBIT F (a "Competitive Bid RequestCOMPETITIVE BID REQUEST") so as to be received no later than 7:00 a.m. 12:00 noon (San Francisco Boston time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c2.6(b), the Borrowers Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07. (i) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive BidsBid Request. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.6(b) and must be submitted to the Agent Company by facsimile transmis sion transmission at the AgentCompany's office for notices set forth on the signature pages hereto SCHEDULE 10.2 not later than (1) 6:30 9:30 a.m. (San Francisco Boston time) three Business Days prior to the proposed date of BorrowingBorrowing Date, in the case of a LIBOR Auction or (2) 6:30 9:30 a.m. (San Francisco Boston time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of BorrowingBorrowing Date, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HEXHIBIT G, specifying therein: (A) the applicable Borrowerproposed Borrowing Date; (B) the proposed date of Borrowing; (C) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Borrower Company elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid MarginBID MARGIN") offered for each such Bid Loan, expressed in multiples as a percentage (rounded to the nearest 1/16th of 1/1000th of one basis point 1%) to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (ED) in case the Borrower Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples (rounded upward to the nearest 1/100th of 1/1000th of one basis point 1%) (the "Absolute RateABSOLUTE RATE") offered for each such Bid Loan; and (FE) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive BidsBid Request. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H EXHIBIT G or does not specify all of the information required by subsection (c)(iib)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive BidsBid Request; or (D) arrives after the time set forth in subsection (c)(i)b)(i) of this Section. (div) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior Notwithstanding anything to the proposed date of Borrowing contrary contained in the case of this subsection 2.6(b), a LIBOR AuctionCompetitive Bid by any Bank may contain, or 7:00 a.m. (San Francisco time) and will not be disregarded if it does contain, a restriction on the proposed date use of Borrowing in the case of an Absolute Rate Auction, the Agent will notify the Borrower of the terms proceeds thereof. (ic) of any Any subsequent Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent Company unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.072.6(b). Subject only to the provisions of Sections 3.2, 3.5 and 4.2 hereof and the provisions of this subsection (c), any Competitive Bid shall be irrevocable except with the written consent of the Administrative Agent given on the written instructions of the Company. (d) Not later than 10:30 a.m. (Boston time) three Business Days prior to the proposed Borrowing Date, in the case of a LIBOR Auction, or 10:30 a.m. (Boston time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction, the Company shall notify the Banks of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection 2.6(b). The Company shall be under no obligation to accept any offer and may choose to reject all offers. In the case of acceptance, such notice shall specify the aggregate principal amount of offers for each Interest Period that is accepted. The Company may accept any Competitive Bid in whole or in part; PROVIDED that: (i) the aggregate principal amount of each Bid Borrowing may not exceed the applicable amount set forth in the related Competitive Bid Request; (ii) the principal amount of each Bid Borrowing must be $5,000,000 or in any multiple of $1,000,000 in excess thereof; (iii) acceptance of offers may only be made on the basis of ascending (i.e., from the lowest effective yield to the highest) LIBOR Bid Margins or Absolute Rates within each Interest Period, as the case may be; and (iv) the Company may not accept any offer that is described in subsection 2.6(b)(iii) or that otherwise fails to comply with the requirements of this Agreement. (e) If offers are made by two or more Banks with the same LIBOR Bid Margins or Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Bid Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Banks as nearly as possible (in such multiples, not less than $1,000,000, as the Company may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determination by the Company of the amounts of Bid Loans shall be conclusive in the absence of manifest error. (i) The Company will promptly notify each Bank having submitted a Competitive Bid if its offer has been accepted and, if its offer has been accepted, of the amount of the Bid Loan or Bid Loans to be made by it on the date of the Bid Borrowing. The Company shall also notify the Administrative Agent of the Bid Loan or Bid Loans to be made. (ii) Each Bank, which has received notice pursuant to subsection 2.6(f)(i) that its Competitive Bid has been accepted, shall make the amounts of such Bid Loans available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Office, by 2:00 p.m. (Boston time) on such date of Bid Borrowing, in funds immediately available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Office. (iii) Promptly following each Bid Borrowing, the Company shall notify each Bank of the ranges of bids submitted and the highest and lowest Bids accepted for each Interest Period requested by the Company and the aggregate amount borrowed pursuant to such Bid Borrowing. (g) If, on or prior to the proposed Borrowing Date, the Commitments have not been terminated and if, on such proposed Borrowing Date all applicable conditions to funding referenced in Sections 3.2, 3.5 and 4.2 hereof are satisfied, the Bank or Banks whose offers the Company has accepted will fund each Bid Loan so accepted. Nothing in this Section 2.6 shall be construed as a right of first offer in favor of the Banks or to otherwise limit the ability of the Company to request and accept credit facilities from any Person (including any of the Banks), provided that no Default or Event of Default would otherwise arise or exist as a result of the Company executing, delivering or performing under such credit facilities.

Procedure for Bid Borrowings. (a) When The Borrower may request a Borrower wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit Borrowing hereunder by delivering to the Administrative Agent by telephone call followed promptly and each Lender by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no not later than 7:00 a.m. 12:00 noon (San Francisco New York City time) at least (xi) four three Business Days prior to the date of a the proposed Bid Borrowing Borrowing, in the case of a LIBOR Auction, or Bid Loans; and (yii) two one Business Days Day prior to the date of a the proposed Bid Borrowing Borrowing, in the case of an Absolute Rate AuctionBid Loans, a solicitation for Bid Loans (a “Competitive Bid Request”), in substantially the form of Exhibit 2.04(a), specifying: (iA) the applicable Borrower; (ii) the date of such Bid Borrowingrequested borrowing date, which shall be a Business Day; (iiiB) the aggregate amount of such Bid the Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof; (ivC) whether the Competitive Bids Bid Loans requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; andLoans; (vD) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive such Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive BidsLoans, which shall constitute an invitation by be not less than five days and not more than 183 days and which shall not extend beyond the Borrower Maturity Date; and (E) any other terms to each Bank be applicable to submit Competitive Bids offering to make the such Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07Loans. (i) Each Bank may at Lender may, in response to a Competitive Bid Request, in its discretion discretion, irrevocably submit to the Borrower a Competitive Bid containing an offer or offers to make one or more Bid Loans in response to any Invitation for Competitive BidsLoans. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted to the Agent Borrower by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 before 10:00 a.m. (San Francisco New York City time) three (A) two Business Days prior to the proposed date of Borrowing, in the case of a request for LIBOR Auction or Bid Loans and (2) 6:30 a.m. (San Francisco timeB) on the proposed date of Borrowing, in the case of an a request for Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate AuctionBid Loans. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H2.04(b), specifying thereinspecifying: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal minimum amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must shall be $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof, and (z) the maximum amount thereof, which may not exceed the principal amount of Bid Loans for which Competitive Bids were requestedrequested (but which may exceed such Lender’s Commitment); (DB) in case the Borrower elects a LIBOR Auction, the margin above rate or below the LIBO Rate (the "LIBOR Bid Margin") rates of interest per annum offered for each such Bid Loan, which, in the case of a LIBOR Bid Loan, shall be expressed in multiples of 1/1000th of one basis point as a percentage (rounded to the nearest 1/100%) to be added to or subtracted from the applicable LIBO Rate and LIBOR (the Interest Period applicable thereto“LIBOR Bid Margin”); (EC) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered applicable Interest Period for each such Bid LoanLoan offered by it; and (FD) the identity and the applicable Lending Office of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive BidsLender. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H 2.04(b) or does not specify all of the information required by subsection clause (c)(iiii) of this Sectionabove; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive BidsBid Request; or (D) arrives after the time set forth in subsection clause (c)(i)i) above. (dc) Promptly on receipt and not Not later than 7:00 11:00 a.m. (San Francisco New York City time) three (i) two Business Days prior to the proposed date of Borrowing Borrowing, in the case of LIBOR Bid Loans and (ii) on the date of such Bid Borrowing, in the case of Absolute Rate Loans, the Borrower shall either (A) cancel such Borrowing by giving the Administrative Agent and the Lenders notice thereof (which notice may be given by telephone, confirmed by facsimile); or (B) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (b) above, in its sole discretion, by giving notice (which notice may be given by telephone, confirmed by facsimile) (A) to such Lender or Lenders of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by such Lender for such Bid Loan pursuant to paragraph (b) above) to be made by each such Lender as part of such Bid Borrowing, and reject any remaining offers made by the Lenders and give notice to that effect, and (B) to the Administrative Agent of the date of such Borrowing and the aggregate amount thereof (which may not exceed the applicable amount set forth in the related Competitive Bid Request); provided, however, that acceptance by the Borrower of offers may only be made on the basis of ascending LIBOR Bid Margins or Absolute Rates within each Interest Period; and, provided, further, that if offers are made by two or more Lenders with the same LIBOR Bid Margins or Absolute Rates for a LIBOR Auctiongreater aggregate principal amount than the amount for which such offers are accepted for the related Interest Rate Period, the principal amount of Bid Loans accepted shall be allocated by the Borrower among such Lenders as nearly as possible (in multiples not less than $1,000,000) in proportion to the aggregate principal amount of such offers; provided, however, that in the event the Borrower does not, before the time stated above, either cancel the proposed Bid Borrowing pursuant to clause (i) above or 7:00 a.m. accept one or more of the offers pursuant to clause (San Francisco ii) above, such Bid Borrowing shall be deemed cancelled and provided further, that in the event the Borrower accepts one or more of the offers pursuant to clause (ii) above but does not expressly reject or accept the remaining offers, such remaining offers shall be deemed rejected. (i) If the Borrower accepts one or more of the offers to make Bid Loans made by any Lender or Lenders pursuant to paragraph (c)(ii) above, each such Lender shall, subject to the satisfaction of the conditions precedent specified in Section 5.02, before 12:00 noon (New York City time) on the proposed date of the Bid Borrowing, make available to the Borrower at such Lender’s Lending Office such Lender’s portion of such Bid Borrowing in same day funds. (ii) Promptly after accepting a Bid Loan offer on the case date of an Absolute Rate Auctioneach Bid Borrowing, the Borrower shall notify the Administrative Agent will notify of (A) the aggregate amount of Bid Loans made in connection with such Bid Borrowing (which amount may not exceed the amount requested pursuant to Section 2.04(a)(ii)), (B) each date on which any Bid Loan shall mature, (C) the principal amount of Bid Loans which shall mature on each such date, (D) the highest and the lowest Competitive Bid submitted by the Lenders in connection with each Competitive Bid Request, and (E) the highest and the lowest Competitive Bid accepted by the Borrower. (e) Upon being notified by the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c)amount of, and the applicable Interest Period for, any LIBOR Bid Loan, the Administrative Agent shall determine LIBOR (iias provided in the definition of LIBOR) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect and give prompt notice to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by Borrower and the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07relevant Lender or Lenders thereof.

Procedure for Bid Borrowings. (a) When The Company may request a Borrower wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit Borrowing hereunder by delivering to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no not later than 7:00 11:00 a.m. (San Francisco New York City time) at least (xi) four Business Days prior to the date of the proposed Borrowing, in the case of a request for Base Rate Bid Loans, and (ii) two Business Days (or, in the event the Company desires that Competitive Bids be furnished on the date of the proposed Bid Borrowing, one Business Day) prior to the date of the proposed Bid Borrowing in the case of a LIBOR Auctionrequest for Fixed Rate Bid Loans, or a solicitation for Bid Loans (ya “Competitive Bid Request”), in substantially the form of Exhibit 2.04(a) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifyingspecifying therein: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 or in integral multiples of $1,000,000 5,000,000 in excess thereof and shall not exceed the Available Commitments on the date such proposed Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) the maturity date or dates for the partial or complete repayment of each Bid Loan to be made as part of such Bid Borrowing (none of which shall occur after the Termination Date) and, in the case of each partial repayment, the amount thereof; (iv) whether the Competitive Bids Bid Loans requested are to be for LIBOR Bid Loans or Absolute Base Rate Bid Loans or bothFixed Rate Bid Loans and, in the case of Base Rate Bid Loans, the basis of calculation of such interest rate (the “Base Rate”) to be used by the Lenders in determining the rate or rates of interest to be offered by them; and (v) any other terms to be applicable to such Bid Borrowing (including the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans extent to which such Competitive Bid Request relates in accordance with this terms similar to Section 2.07. (i) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted to the Agent by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid 4.05 shall be in substantially the form of Exhibit H, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (D) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each to such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan; and (F) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(iBorrowing). (d) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing in the case of an Absolute Rate Auction, the Agent will notify the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07

Procedure for Bid Borrowings. (a) When a Borrower the Company wishes to request the Banks Lenders to submit offers to make Bid Loans hereunder, it shall transmit to the Agent and each Lender by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G C (a "Competitive Bid Request") so as to be received no later than 7:00 9:00 a.m. (San Francisco Chicago time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, Auction or (y) two Business Days prior to on the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 3,000,000 or in multiples a higher integral multiple of $1,000,000 in excess thereof1,000,000; (iviii) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c2.7(b), the Borrowers Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once twice in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07. (i) Each Bank Lender may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive BidsBid Request. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.7(b) and must be submitted to the Agent Company by facsimile transmis sion transmission at the AgentCompany's office for notices set forth on the signature pages hereto not later than 9:30 a.m. (Chicago time) (1) 6:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction Auction, or (2) 6:30 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HD, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting BankLender, (y) must be $10,000,000 3,000,000 or in multiples a higher integral multiple of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case if the Borrower Company elects a LIBOR Auction, the margin above or below the LIBO Rate LIBOR (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples as a percentage (rounded to the nearest 1/16th of 1/1000th of one basis point 1%) to be added to or subtracted from the applicable LIBO Rate LIBOR, and the Interest Period applicable thereto; (ED) in case if the Borrower Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples (which shall be an integral multiple of 1/1000th 1/100th of one basis point 1%) (the "Absolute Rate") offered for each such Bid Loan; and (FE) the identity of the quoting BankLender. A Competitive Bid may contain up to three separate offers by the quoting Bank Lender with respect to each Interest Period specified in the related Invitation for Competitive BidsBid Request. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H D or does not specify all of the information required by subsection (c)(iib)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive BidsBid Request; or (D) arrives after the time set forth in subsection (c)(i)b)(i) of this Section. (dc) Promptly on receipt and not Not later than 7:00 10:00 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing Borrowing, in the case of a LIBOR Auction, or 7:00 10:00 a.m. (San Francisco Chicago time) on the proposed date of Borrowing Borrowing, in the case of an Absolute Rate Auction, the Agent will Company shall notify each Lender whose Competitive Bid the Borrower Company is accepting of its acceptance of the terms offer received pursuant to subsection 2.7(b) and the amount of the Bid Loan or Bid Loans to be made by such Lender on the date of the Bid Borrowing. The Company shall be under no obligation to accept any offer and may choose to reject all offers. The Company may accept any Competitive Bid in whole or in part; provided that: (i) the aggregate principal amount of any each Bid Borrowing may not exceed the applicable amount set forth in the related Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and Request; (ii) the principal amount of each Bid Borrowing must be $3,000,000 or a higher integral multiple of $1,000,000; (iii) acceptance of offers may only be made on the basis of ascending LIBOR Bid Margins or Absolute Rates, as the case may be, within each Interest Period; and (iv) the Company may not accept any offer that is described in subsection 2.7(b)(iii) or that otherwise fails to comply with the requirements of this Agreement. (d) If offers are made by two or more Lenders with the same LIBOR Bid Margins or Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Bid Loans in respect of which such offers are accepted shall be allocated by the Company among such Lenders as nearly as possible (in such multiples, not less than $1,000,000, as the Company may deem appropriate) in proportion to the aggregate principal amounts of such offers. (i) The Company shall notify the Agent of all Competitive Bids accepted and the amount and maturity of each Bid Loan of each Lender whose Competitive Bid has been accepted. (ii) Each Lender which has received notice pursuant to subsection 2.7(c) that amends, modifies or is otherwise inconsistent with a previous its Competitive Bid submitted by has been accepted shall make the amounts of such Bank with respect Bid Loans available to the same Competitive Agent for the account of the Company at the Agent's Payment Office by 1:00 p.m. (Chicago time) on the date of the Bid RequestBorrowing, in Same Day Funds. (iii) Promptly following each Bid Borrowing, the Agent shall notify each Lender of the amount and maturity of each Bid Loan borrowed pursuant to such Bid Borrowing. (iv) From time to time, the Company and the Lenders shall furnish such information to the Agent as the Agent may request relating to the making of Bid Loans, including the amounts, interest rates, dates of borrowings and maturities thereof, for purposes of the allocation of amounts received from the Company for payment of all amounts owing hereunder. (f) If, on the proposed date of Borrowing, the Commitments have not been terminated and all applicable conditions to funding referenced in Sections 3.2, 3.5 and 4.2 hereof are satisfied, the Lender or Lenders whose offers the Company has accepted will fund each Bid Loan so accepted. Any such subsequent Competitive Bid Nothing in this Section 2.7 shall be disregarded by construed as a right of first offer in favor of the Agent unless Lenders or to otherwise limit the ability of the Company to request and accept credit facilities from any Person (including any of the Lenders), provided that no Event of Default or Unmatured Event of Default would otherwise arise or exist as a result of the Company executing, delivering or performing under such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07credit facilities.

Procedure for Bid Borrowings. The Company may, as set forth in this Section, request the Agent to solicit offers from all the Banks to make Bid Loans. (a) When a Borrower the Company wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G E (a "“Competitive Bid Request"”) so as to be received no later than 7:00 10:00 a.m. (San Francisco Chicago time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two one Business Days Day prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "“Interest Period" ” herein. Subject to subsection 2.07(c2.06(c), the Borrowers Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower Company to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.06. (i) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.06(c) and must be submitted to the Agent by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (D) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan; and (F) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (d) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing in the case of an Absolute Rate Auction, the Agent will notify the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07

Procedure for Bid Borrowings. (a) When a Borrower the Company wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G H (a "Competitive Bid Request") so as to be received no later than 7:00 11:00 a.m. (San Francisco Chicago time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR an Offshore Rate Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 or in multiples of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Offshore Rate Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c2.08(c), the Borrowers Company may not request Competitive Bids for more than three four Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower Company to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.08. (i) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.08(c) and must be submitted to the Agent by facsimile transmis sion transmission at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 8:30 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR an Offshore Rate Auction or (2) 6:30 8:30 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 8:15 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR an Offshore Rate Auction or (B) 6:15 8:15 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HI, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Borrower Company elects a LIBOR an Offshore Rate Auction, the margin above or below the LIBO Offshore Rate (the "LIBOR Offshore Rate Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Offshore Rate and the Interest Period applicable thereto; (ED) in case the Borrower Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan; and (FE) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H I or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i)) of this Section. (d) Promptly on receipt and not later than 7:00 9:00 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR an Offshore Rate Auction, or 7:00 9:00 a.m. (San Francisco Chicago time) on the proposed date of Borrowing Borrowing, in the case of an Absolute Rate Auction, the Agent will notify the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07Rate

Procedure for Bid Borrowings. (a) When The Borrower may request a Borrower wishes Bid Borrowing hereunder by delivering to request the Banks Administrative Agent and each Lender by facsimile not later than 12:00 noon (New York City time) (i) three Business Days prior to submit offers the date of the proposed Borrowing, in the case of LIBOR Bid Loans; and (ii) one Business Day prior to make the date of the proposed Borrowing, in the case of Absolute Rate Bid Loans, a solicitation for Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no later than 7:00 a.m. (San Francisco time) at least (x) four Business Days prior to ), in substantially the date form of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate AuctionExhibit 2.04(a), specifying: (iA) the applicable Borrower; (ii) the date of such Bid Borrowingrequested borrowing date, which shall be a Business Day; (iiiB) the aggregate amount of such Bid the Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof; (ivC) whether the Competitive Bids Bid Loans requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; andLoans; (vD) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive such Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive BidsLoans, which shall constitute an invitation by be not less than five days and not more than 183 days and which shall not extend beyond the Borrower Maturity Date; and (E) any other terms to each Bank be applicable to submit Competitive Bids offering to make the such Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07Loans. (i) Each Bank may at Lender may, in response to a Competitive Bid Request, in its discretion discretion, irrevocably submit to the Borrower a Competitive Bid containing an offer or offers to make one or more Bid Loans in response to any Invitation for Competitive BidsLoans. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted to the Agent Borrower by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 before 10:00 a.m. (San Francisco New York City time) three (A) two Business Days prior to the proposed date of Borrowing, in the case of a request for LIBOR Auction or Bid Loans and (2) 6:30 a.m. (San Francisco timeB) on the proposed date of Borrowing, in the case of an a request for Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate AuctionBid Loans. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H2.04(b), specifying thereinspecifying: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal minimum amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must shall be $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof, and (z) the maximum amount thereof, which may not exceed the principal amount of Bid Loans for which Competitive Bids were requestedrequested (but which may exceed such Lender's Commitment); (DB) in case the Borrower elects a LIBOR Auction, the margin above rate or below the LIBO Rate (the "LIBOR Bid Margin") rates of interest per annum offered for each such Bid Loan, which, in the case of a LIBOR Bid Loan, shall be expressed in multiples of 1/1000th of one basis point as a percentage (rounded to the nearest 1/100%) to be added to or subtracted from the applicable LIBO Rate and LIBOR (the Interest Period applicable thereto"LIBOR Bid Margin"); (EC) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered applicable Interest Period for each such Bid LoanLoan offered by it; and (FD) the identity and the applicable Lending Office of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive BidsLender. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H 2.04(b) or does not specify all of the information required by subsection clause (c)(iiii) of this Sectionabove; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive BidsBid Request; or (D) arrives after the time set forth in subsection clause (c)(i)i) above. (dc) Promptly on receipt and not Not later than 7:00 11:00 a.m. (San Francisco New York City time) three (i) two Business Days prior to the proposed date of Borrowing Borrowing, in the case of LIBOR Bid Loans and (ii) on the date of such Bid Borrowing, in the case of Absolute Rate Loans, the Borrower shall either (A) cancel such Borrowing by giving the Administrative Agent and the Lenders notice thereof (which notice may be given by telephone, confirmed by facsimile); or (B) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (b) above, in its sole discretion, by giving notice (which notice may be given by telephone, confirmed by facsimile) (A) to such Lender or Lenders of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by such Lender for such Bid Loan pursuant to paragraph (b) above) to be made by each such Lender as part of such Bid Borrowing, and reject any remaining offers made by the Lenders and give notice to that effect, and (B) to the Administrative Agent of the date of such Borrowing and the aggregate amount thereof (which may not exceed the applicable amount set forth in the related Competitive Bid Request); provided, however, that acceptance by the Borrower of offers may only be made on the basis of ascending LIBOR Bid Margins or Absolute Rates within each Interest Period; and, provided, further, that if offers are made by two or more Lenders with the same LIBOR Bid Margins or Absolute Rates for a LIBOR Auctiongreater aggregate principal amount than the amount for which such offers are accepted for the related Interest Rate Period, the principal amount of Bid Loans accepted shall be allocated by the Borrower among such Lenders as nearly as possible (in multiples not less than $1,000,000) in proportion to the aggregate principal amount of such offers; provided, however, that in the event the Borrower does not, before the time stated above, either cancel the proposed Bid Borrowing pursuant to clause (i) above or 7:00 a.m. accept one or more of the offers pursuant to clause (San Francisco ii) above, such Bid Borrowing shall be deemed cancelled and provided further, that in the event the Borrower accepts one or more of the offers pursuant to clause (ii) above but does not expressly reject or accept the remaining offers, such remaining offers shall be deemed rejected. (i) If the Borrower accepts one or more of the offers to make Bid Loans made by any Lender or Lenders pursuant to paragraph (c)(ii) above, each such Lender shall, subject to the satisfaction of the conditions precedent specified in Section 5.02, before 12:00 noon (New York City time) on the proposed date of the Bid Borrowing, make available to the Borrower at such Lender's Lending Office such Lender's portion of such Bid Borrowing in same day funds. (ii) Promptly after accepting a Bid Loan offer on the case date of an Absolute Rate Auctioneach Bid Borrowing, the Borrower shall notify the Administrative Agent will notify of (A) the aggregate amount of Bid Loans made in connection with such Bid Borrowing (which amount may not exceed the amount requested pursuant to Section 2.04(a)(ii)), (B) each date on which any Bid Loan shall mature, (C) the principal amount of Bid Loans which shall mature on each such date, (D) the highest and the lowest Competitive Bid submitted by the Lenders in connection with each Competitive Bid Request, and (E) the highest and the lowest Competitive Bid accepted by the Borrower. (e) Upon being notified by the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c)amount of, and the applicable Interest Period for, any LIBOR Bid Loan, the Administrative Agent shall determine LIBOR (iias provided in the definition of LIBOR) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect and give prompt notice to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by Borrower and the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07relevant Lender or Lenders thereof.

Procedure for Bid Borrowings. The Company may, as set forth in this Section, request the Agent to solicit offers from all the Banks to make Bid Loans. (a) When a Borrower the Company wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "E(a “Competitive Bid Request"”) so as to be received no later than 7:00 10:00 a.m. (San Francisco Chicago time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two one Business Days Day prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "“Interest Period" ” herein. Subject to subsection 2.07(c2.06(c), the Borrowers Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower Company to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.06. (c) (i) (d) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.06(c) and must be submitted to the Agent by facsimile transmis sion transmission at the Agent's office for notices set forth on the signature pages hereto its offices specified in or pursuant to Section 10.02 not later than (1) 6:30 10:00 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 10:00 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent Bank One (or any Affiliate of the AgentBank One) in the capacity of a Bank may be submitted, and may only be submitted, submitted if the Agent Bank One or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 10:00 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 10:00 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (D) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan; and (F) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (d) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing in the case of an Absolute Rate Auction, the Agent will notify the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07

Procedure for Bid Borrowings. (a) When a Borrower the Company wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G H attached hereto (a "Competitive Bid Request") so as to be received no later than 7:00 11:00 a.m. (San Francisco Chicago time) at least (xi) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR an IBOR Auction, or (yii) two one Business Days Day prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (iiA) the date of such Bid Borrowing, which shall be a Business Day; (iiiB) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in integral multiples of $1,000,000 in excess thereof; (ivC) whether the Competitive Bids requested are to be for LIBOR IBOR Bid Loans or Absolute Rate Bid Loans or both; and (vD) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c2.08(c), the Borrowers Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower Company to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.08. (i) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.08(c) and must be submitted to the Agent by facsimile transmis sion transmission at the Agent's office for notices set forth on the signature pages hereto not later than (1A) 6:30 8:30 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR an IBOR Auction or (2B) 6:30 8:30 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided provided, however, that Competitive Bids submitted by the Agent BofA (or any Affiliate of the AgentBofA) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent BofA or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A1) 6:15 8:15 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR an IBOR Auction or (B2) 6:15 8:15 a.m. (San Francisco Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HI attached hereto, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x1) may be equal to, greater than or less than the Commitment of the quoting Bank, (y2) must be $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, and (z3) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Borrower Company elects a LIBOR an IBOR Auction, the margin above or below the LIBO IBO Rate (the "LIBOR IBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO IBO Rate and the Interest Period applicable thereto; (ED) in case the Borrower Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan; and (FE) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H I or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (d) Promptly on receipt and not later than 7:00 9:00 a.m. (San Francisco Chicago time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR an IBOR Auction, or 7:00 9:00 a.m. (San Francisco Chicago time) on the proposed date of Borrowing Borrowing, in the case of an Absolute Rate Auction, the Agent will notify the Borrower Company of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c2.08(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07Competitive

Procedure for Bid Borrowings. (a) When a Borrower the Company wishes to request the Banks Lenders to submit offers to make Bid Loans hereunder, it shall transmit to the Administrative Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G C (a "Competitive Bid Request") so as to be received no --------- ----------------------- later than 7:00 10:30 a.m. (San Francisco time) at least (x) four Chicago time on the Business Days Day prior to the date of a such proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate AuctionBorrowing, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be $5,000,000 or a minimum amount higher integral multiple of $10,000,000 or in multiples of $1,000,000 in excess thereof; (iv) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both500,000; and (viii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c2.6(c), the Borrowers Company may not request ----------------- Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once twice in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07. (i) Each Bank Lender may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.6(c) and must be submitted to the ----------------- Administrative Agent by facsimile transmis sion transmission at the Administrative Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 8:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco time) Chicago time on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the -------- Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Bank Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 8:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) Chicago time on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting BankLender, (y) must be $10,000,000 5,000,000 or in multiples a higher integral multiple of $1,000,000 in excess thereof, 500,000 and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples (which shall be an integral multiple of 1/1000th 1/100th of one basis point 1%) (the "Absolute Rate") offered for each such Bid Loan; andand ------------- (FD) the identity of the quoting BankLender. A Competitive Bid may contain up to three separate offers by the quoting Bank Lender with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H E or does not specify all of the information --------- required by subsection (c)(ii) of this Section;; ------------------ (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i).) of this Section. ----------------- (d) Promptly on receipt and not later than 7:00 9:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Auction, or 7:00 a.m. (San Francisco time) Chicago time on the proposed date of Borrowing in the case of an Absolute Rate AuctionBorrowing, the Administrative Agent will notify the Borrower Company of the terms (i) of any Competitive Bid submitted by a Bank Lender that is in accordance with subsection 2.07(c), 2.6(c) and (ii) of any Competitive Bid that ----------------- amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank Lender with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Administrative Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.072.6(c). The ----------------- Administrative Agent's notice to the Company shall specify (1) the aggregate principal amount of Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid request; and

Procedure for Bid Borrowings. (a) When a Borrower the Company wishes to request the Bid Loan Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no later than 7:00 8:00 a.m. (San Francisco time) at least (x) four one Business Days Day prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate AuctionBorrowing, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in integral multiples of $1,000,000 in excess thereof; (iv) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c2.06(c), the Borrowers Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Bid Loan Banks and Designated Bidders by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower Company to each Bid Loan Bank and Designated Bidder to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.06. (i) Each Bid Loan Bank and Designated Bidder may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must shall comply with the requirements of this subsection 2.07(c2.06(c) and must shall be submitted to the Agent by facsimile transmis sion transmission at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit H, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (D) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan; and (F) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (d) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing in the case of an Absolute Rate Auction, the Agent will notify the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07for

Procedure for Bid Borrowings. (a) When a the Borrower wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G hereto (a "Competitive Bid Request") so --------- ----------------------- as to be received no later than 7:00 a.m. (San Francisco time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two one Business Days prior to the date of a proposed pro-posed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 1,000,000 or in multiples of $1,000,000 500,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable appli-cable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c2.6(c), the Borrowers Borrower may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive BidsBids in substantially the form of Exhibit H hereto, which shall --------- constitute an invitation by the Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.6. (i) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Com-petitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.6(c) and must be submitted to the Agent by facsimile transmis transmis-sion at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive -------- ---- Bids submitted by the Agent (or any Affiliate affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate affiliate notifies the Company Borrower of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HI hereto, specifying therein:: ---------- (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 1,000,000 or in multiples of $1,000,000 500,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate LIBOR (the "LIBOR Bid Margin") offered for each such Bid ---------------- Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate LIBOR and the Interest Period applicable thereto; (ED) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid LoanLoan and the Interest -------------- Period applicable thereto; and (FE) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Inter-est Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H I --------- hereto or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (d) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing Borrowing, in the case of an Absolute Rate Auction, the Agent will notify the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c2.6(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.072.6

Procedure for Bid Borrowings. (a) When a Borrower wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit EXHIBIT G (a "Competitive Bid Request") so as to be received no later than 7:00 a.m. (San Francisco time) at least (x) four five Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(cSECTION 2.6(c), the Borrowers may not request Competitive Bids for more than three five Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks and Designated Bidders by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the applicable Borrower to each Bank and Designated Bidder to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07SECTION 2.6. (i) Each Bank and Designated Bidder may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(cSECTION 2.6(c) and must be submitted to the Agent by facsimile transmis sion transmission at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank or Designated Bidder may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company applicable Borrower of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit EXHIBIT H, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the a Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid MarginBID MARGIN") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (ED) in case the a Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute RateABSOLUTE RATE") offered for each such Bid Loan; and (FE) the identity of the quoting BankBank or Designated Bidder. A Competitive Bid may contain up to three separate offers by the quoting Bank or Designated Bidder with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit EXHIBIT H or does not specify all of the information required by subsection SECTION (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection SECTION (c)(iC)(I). (d) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing Borrowing, in the case of an Absolute Rate Auction, the Agent will notify the applicable Borrower of the terms (i) of any Competitive Bid submitted by a Bank or Designated Bidder that is in accordance with subsection 2.07(cSECTION 2.6(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07,

Procedure for Bid Borrowings. (a) When a any Borrower wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G C (a "Competitive Bid Request") so as to be received no later than 7:00 a.m. 1:00 P.M. (San Francisco New York City time) at least (x) not less than four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Eurodollar Auction, or (y) not less than two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Eurodollar Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, thereto (subject to the provisions of the definition of "Interest Period" herein). Subject to subsection 2.07(c), the The Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation invitation for Competitive Bids, Bids which shall constitute an invitation by the respective Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.06. (i) Each Bank may at its sole and absolute discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(cSection 2.06(c) and must be submitted to the Agent by facsimile transmis sion transmission at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 a.m. 9:30 A.M. (San Francisco New York City time) three Business Days prior to the proposed date of Bid Borrowing, in the case of a LIBOR Eurodollar Auction or (2) 6:30 a.m. 9:30 A.M. (San Francisco New York City time) on the proposed date of Borrowing, Bid Borrowing in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company respective Borrower of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. 9:15 A.M. (San Francisco New York City time) three Business Days prior to the proposed date of Bid Borrowing, in the case of a LIBOR Eurodollar Auction or (B) 6:15 a.m. 9:15 A.M. (San Francisco New York City time) on the proposed date of Bid Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HD, specifying therein: (A) the applicable Borrowerproposed date of Bid Borrowing; (B) the proposed date of Borrowing; (C) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be a minimum principal amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, thereof and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the respective Borrower elects a LIBOR Eurodollar Auction, the margin above or below the LIBO Rate LIBOR (the "LIBOR Eurodollar Bid Margin") offered for each such Bid Loan, expressed in multiples of as a percentage (rounded upward to the nearest 1/1000th of one basis point 1%) to be added to or subtracted from the applicable LIBO Rate LIBOR and the Interest Period applicable thereto; (ED) in case the respective Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples (rounded upward to the nearest 1/100th of 1/1000th of one basis point 1%) (the "Absolute Rate") offered for each such Bid Loan; and (FE) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H D or does not specify all of the information required by subsection Section (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection Section (c)(i). (iv) Notwithstanding anything to the contrary contained in this Section 2.06(c), a Competitive Bid may be greater than or less than the respective Commitment of any Bid Loan Lender. (d) Promptly on receipt and not later than 7:00 a.m. 10:00 A.M. (San Francisco New York City time) three Business Days prior to the proposed date of Bid Borrowing in the case of a LIBOR Eurodollar Auction, or 7:00 a.m. 10:00 A.M. (San Francisco New York City time) on the proposed date of Borrowing Bid Borrowing, in the case of an Absolute Rate Auction, the Agent will notify the respective Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(cSection 2.06(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07Section 2.06(c). The Agent's notice to the respective Borrower shall specify (1) the aggregate principal amount of Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Request; and

Procedure for Bid Borrowings. The Company may, as set forth in this Section, request the Agent to solicit offers from all the Banks to make Bid Loans. (a) When a Borrower the Company wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G E (a "Competitive Bid Request") so as to be received no later than 7:00 8:30 a.m. (San Francisco time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two one Business Days Day prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof; (iviii) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c2.06(c), the Borrowers Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower Company to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.06. (i) Each Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.06(c) and must be submitted to the Agent by facsimile transmis sion transmission at the Agent's office for notices set forth on the signature pages hereto its offices specified in or pursuant to Section 10.02 not later than (1) 6:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent BofA (or any Affiliate of the AgentBofA) in the capacity of a Bank may be submitted, and may only be submitted, submitted if the Agent BofA or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HF, specifying therein: (A) the applicable Borrower; (B) the proposed date of Borrowing; (CB) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Borrower Company elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (ED) in case the Borrower Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan; and (F) the identity of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (d) Promptly on receipt and not later than 7:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed date of Borrowing in the case of an Absolute Rate Auction, the Agent will notify the Borrower of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with subsection 2.07(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07point

Procedure for Bid Borrowings. (a) When a Borrower the Company wishes to request the Banks Lenders to submit offers to make Bid Loans hereunder, it shall transmit to the Administrative Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G E (a "Competitive Bid Request") so as to be received no later than 7:00 10:00 a.m. (San Francisco New York, New York time) at least (x) four one Business Days Day prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate AuctionBorrowing, specifying: (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in integral multiples of $1,000,000 in excess thereof; (iv) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (viii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Subject to subsection 2.07(c2.08(c), the Borrowers Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five consecutive Business Days. (b) Upon receipt of a Competitive Bid Request, the Administrative Agent will promptly send to the Banks Lenders by facsimile transmission a notice in substantially the form of Exhibit F (an "Invitation for Competitive Bids"), which shall constitute an invitation by the Borrower Company to each Bank Lender to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.08. (i) Each Bank Lender may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(c2.08(c) and must be submitted to the Administrative Agent by facsimile transmis sion transmission at the Administrative Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing9:30 a.m.(New York, in the case of a LIBOR Auction or (2) 6:30 a.m. (San Francisco New York time) on the proposed date of Borrowing, in the case of an Absolute Rate Auctionborrowing; provided that Competitive Bids submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Bank Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than 9:15 a. m. (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of BorrowingNew York, in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco New York time) on the proposed date of Borrowing, in the case of an Absolute Rate Auctionborrowing. (ii) Each Competitive Bid shall be in substantially the form of Exhibit HG, specifying therein: (A) the applicable Borrowerproposed date of borrowing; (B) the proposed date of Borrowing; (C) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting BankLender, (y) must be $10,000,000 5,000,000 or in multiples an integral multiple of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DC) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis basis-point (the "Absolute Fixed Rate") offered for each such Bid Loan; and (FD) the identity of the quoting BankLender. A Competitive Bid may contain up to three separate offers by the quoting Bank Lender with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iii) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the time set forth in subsection (c)(i). (d) Promptly on receipt and not later than 7:00 10:00 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing in the case of a LIBOR AuctionNew York, or 7:00 a.m. (San Francisco New York time) on the proposed date of Borrowing in the case of an Absolute Rate Auctionborrowing, the Administrative Agent will notify the Borrower Company of the terms (i) of any Competitive Bid submitted by a Bank Lender that is in accordance with subsection 2.07(c2.08(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank Lender with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Administrative Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.072.08(c). The Administrative Agent's notice to the Company shall specify (1) the aggregate principal amount of Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Request; and

Procedure for Bid Borrowings. (a) When The Company may request a Borrower wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit Borrowing hereunder by delivering to the Agent by telephone call followed promptly by facsimile transmission a notice in substantially the form of Exhibit G (a "Competitive Bid Request") so as to be received no not later than 7:00 11:00 a.m. (San Francisco New York City time) at least (xi) four Business Days prior to the date of the proposed Borrowing, in the case of a request for Base Rate Bid Loans, and (ii) two Business Days (or, in the event the Company desires that Competitive Bids be furnished on the date of the proposed Bid Borrowing, one Business Day) prior to the date of the proposed Bid Borrowing in the case of a LIBOR Auctionrequest for Fixed Rate Bid Loans, or a solicitation for Bid Loans (y) two Business Days prior to a "Competitive Bid Request"), in substantially the date form of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying:Exhibit ----------------------- ------- 2.04 (i) the applicable Borrower; (ii) the date of such Bid Borrowing, which shall be a Business Day; (iiiii) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 or in integral multiples of $1,000,000 5,000,000 in excess thereof and shall not exceed the Available Commitments on the date such proposed Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) the maturity date or dates for the partial or complete repayment of each Bid Loan to be made as part of such Bid Borrowing (none of which shall occur after the Termination Date) and, in the case of each partial repayment, the amount thereof; (iv) whether the Competitive Bids Bid Loans requested are to be for LIBOR Bid Loans or Absolute Base Rate Bid Loans or bothFixed Rate Bid Loans and, in the case of Base Rate Bid Loans, the basis of calculation of such interest rate (the "Base Rate") to be used by the --------- Lenders in determining the rate or rates of interest to be offered by them; and (v) any other terms to be applicable to such Bid Borrowing (including the duration extent to which terms similar to Section 4.05 shall be ------------ applicable to such Bid Borrowing). The Agent shall promptly notify each Lender of the Interest Period applicable thereto, subject to the provisions its receipt of the definition of "Interest Period" herein. Subject to subsection 2.07(c), the Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request by sending such Lender by facsimile a copy of such Competitive Bids more than once in any period of five consecutive Business DaysBid Request. (b) Upon receipt of Each Lender may, in response to a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower to each Bank to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.07. (i) Each Bank may at its discretion option, irrevocably submit a Competitive Bid containing an offer or offers to make one or more Bid Loans at a rate or rates of interest specified by such Lender in response to any Invitation for Competitive Bidsits sole discretion. Each Competitive Bid must comply with the requirements of this subsection 2.07(c) and must be submitted to the Agent by facsimile transmis sion at the Agent's office for notices set forth on the signature pages hereto not later than (1) 6:30 Company before 10:00 a.m. (San Francisco New York City time) (A) three Business Days prior to the proposed date of the proposed Bid Borrowing, in the case of a LIBOR Auction or request for Base Rate Bid Loans, and (2B) 6:30 a.m. (San Francisco time) on one Business Day prior to the date of the proposed date of BorrowingBid Borrowing (or, in the case of an Absolute Rate Auction; provided event the Company desires that Competitive Bids submitted by be furnished on the Agent (or any Affiliate date of the Agent) in proposed Bid Borrowing, on the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such Affiliate notifies the Company of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. (San Francisco time) three Business Days prior to the proposed date of such proposed Borrowing), in the case of a LIBOR Auction or (B) 6:15 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute request for Fixed Rate AuctionBid Loans. (iii) Each Competitive Bid (which shall be by telephone, promptly confirmed in substantially the form of Exhibit H, specifying thereinwriting) shall specify: (A) the applicable Borrower; (B) the proposed date of Borrowing; (C) the principal minimum amount of each Bid Loan for which such Competitive Bid is being made, made (which principal shall be at least $5,000,000) and the maximum amount thereof (x) which may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $10,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requestedsuch Lender's Commitment); (DB) in case the Borrower elects a LIBOR Auction, the margin above or below the LIBO Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBO Rate and the Interest Period applicable thereto; (E) in case the Borrower elects an Absolute Rate Auction, the rate or rates of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Bid Loan, which, in the case of a Base Rate Bid Loan, shall be expressed as a margin to be added to, or subtracted from, the Base Rate specified by the Company in its Bid Request; and (FC) the identity applicable Lending Office of the quoting Bank. A Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive BidsLender. (iiiii) Any Competitive Bid shall may be disregarded if it: (A) is not substantially in conformity with Exhibit H or does not specify all of the information required by subsection (c)(ii) of this SectionSection 2.04(b)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than than, or in addition to to, those set forth in the applicable Invitation for Competitive BidsBid Request; or (D) arrives after the time set forth in subsection (c)(iSection 2.04(b)(i).. ---------- (dc) Promptly on receipt and not Not later than 7:00 11:00 a.m. (San Francisco New York City time) three Business Days prior to the proposed date of Borrowing the proposed Bid Borrowing, in the case of a LIBOR AuctionBorrowing of Base Rate Bid Loans, or 7:00 and 11:00 a.m. (San Francisco New York City time) one Business Day prior to the date of the proposed Bid Borrowing (or, in the event the Company desires that Competitive Bids be furnished on the proposed date of Borrowing the proposed Bid Borrowing, on the date of such proposed Borrowing), in the case of an Absolute a Borrowing of Fixed Rate AuctionBid Loans, the Agent will notify the Borrower of the terms Company shall either (i) of any Competitive cancel such Bid submitted Borrowing by a Bank that is giving the Agent and the Lenders notice thereof (which notice may be given by telephone and confirmed in accordance with subsection 2.07(c), and writing by facsimile) or (ii) accept one or more of the offers made by any Lender or Lenders pursuant to Section 2.04(b), in its sole discretion, by giving notice --------------- (which notice may be given by telephone, confirmed in writing by facsimile) to such Lenders of the amount of each Bid Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Company by such Lender for such Bid Loan pursuant to Section 2.04(b)) to be made by each such Lender as part of such ---------------- Bid Borrowing, and reject any remaining offers made by giving the Lenders notice (which notice may be given by telephone, confirmed in writing by facsimile) to that effect; provided, however, that to the extent that the -------- ------- Company elects to accept one or more Competitive Bids submitted by Lenders for a given Interest Period, the Company shall accept such Competitive Bids on the basis of ascending interest rates; and, provided, further, that in the event the Company does not, before the time stated above, either cancel the proposed Bid Borrowing pursuant to Section 2.04(c)(i) or accept one or ------------------ more of the offers pursuant to this Section 2.04(c)(ii), such Bid Borrowing ------------------- shall be deemed cancelled and provided, further, that in the event the -------- ------- Company accepts one or more of the offers pursuant to this Section ------- 2.04(c)(ii) but does not expressly reject the remaining offers, such offers ----------- shall be deemed rejected. The Company shall promptly notify the Agent of the date and amount of any Competitive proposed Bid that amendsBorrowing. (d) For purposes of Sections 2.01 and 2.06, modifies or is otherwise inconsistent with a previous Competitive each outstanding Bid submitted by such Bank with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid Loan ------------- ---- shall be disregarded deemed to utilize the Commitments of each Lender whether or not such Lender has made such Bid Loan, by an amount equal to such Lender's Commitment Percentage times the Agent unless amount of such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07Loan.

Procedure for Bid Borrowings. (ai) When a Borrower wishes the Borrowers wish to request the Banks Lenders to submit offers to make Bid Loans hereunder, it they shall transmit to the Administrative Agent by telephone call followed promptly by facsimile written transmission a notice in substantially the form of Exhibit G D (a "Competitive Bid Request") so as to be received no later than 7:00 a.m. 9:00 A.M. (San Francisco time) at least (x) four Business Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) two one Business Days Day prior to the date of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: (ia) the applicable Borrower; (ii) the date of Funding Date for such Bid Borrowing, which shall be a Business Day; (iiib) the aggregate amount of such Bid Borrowing, which shall be a minimum amount of $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof; (ivc) whether the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; andLoans; (vd) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period;" hereinand (e) the Borrower that is to receive the proceeds of such Borrowing. Subject to subsection 2.07(cSection 2.2E(iii), the Borrowers may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once twice in any period of five consecutive Business Days. (bii) Upon receipt of a Competitive Bid RequestRequest and a bid fee of $400 in respect thereof, the Administrative Agent will promptly send to the Banks Lenders by telex or facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by the Borrower Borrowers to each Bank Lender to submit Competitive Bids offering to make the Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.072.2E (an "Invitation for Competitive Bids"). (ia) Each Bank Lender may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.07(cSection 2.2E(iii) and must be submitted to the Administrative Agent by telex or facsimile transmis sion transmission at the Administrative Agent's office specified in the Invitation for notices set forth on the signature pages hereto Competitive Bids not later than (1) 6:30 a.m. 7:30 A.M. (San Francisco time) three Business Days prior to the proposed date of BorrowingFunding Date, in the case of a LIBOR Auction or (2) 6:30 a.m. 7:30 A.M. (San Francisco time) on the proposed date of BorrowingFunding Date, in the case of an Absolute Rate Auction; provided that Competitive Bids submitted by the Agent BofA or BAI (or any Affiliate of the AgentBofA or BAI) in the capacity of a Bank Lender may be submitted, and may only be submitted, if the Agent BofA or BAI or such Affiliate notifies the Company Borrowers of the terms of the offer or offers contained therein not later than (A) 6:15 a.m. 7:15 A.M. (San Francisco time) three Business Days prior to the proposed date of BorrowingFunding Date, in the case of a LIBOR Auction or (B) 6:15 a.m. 7:15 A.M. (San Francisco time) on the proposed date of BorrowingFunding Date, in the case of an Absolute Rate Auction. (iib) Each Competitive Bid shall be in substantially the form of Exhibit HE, specifying therein: (AI) the applicable Borrowerproposed Funding Date; (B) the proposed date of Borrowing; (CII) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Revolving Commitment of the quoting BankLender, (y) must be $10,000,000 5,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (DIII) in case the Borrower elects Borrowers elect a LIBOR Auction, the margin above or below the LIBO Rate LIBOR (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed in multiples of as a percentage (rounded to the nearest 1/1000th of one basis point 1%) to be added to or subtracted from the applicable LIBO Rate LIBOR and the Interest Period applicable thereto; (EIV) in case the Borrower elects Borrowers elect an Absolute Rate Auction, the rate of interest per annum expressed in multiples (rounded upward to the nearest 1/100th of 1/1000th of one basis point 1%) (the "Absolute Rate") offered for each such Bid Loan; and; (FV) the identity of the quoting BankLender; and (VI) any Interest Payment Dates other than the last day of the Interest Period applicable thereto. A Competitive Bid may contain up to three separate offers by the quoting Bank Lender with respect to each Interest Period specified in the related Invitation for Competitive Bids. (iiic) Any Competitive Bid shall be disregarded if it: (AI) is not substantially in conformity with Exhibit H E or does not specify all of the information required by subsection Section (c)(iiiii)(b) of this Section; (BII) contains qualifying, conditional or similar language; (CIII) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (DIV) arrives after the time set forth in subsection (c)(iSection 2.2E(iii)(a). (div) Promptly on receipt and not later than 7:00 a.m. 8:00 A.M. (San Francisco time) three Business Days prior to the proposed date of Borrowing Funding Date in the case of a LIBOR Auction, or 7:00 a.m. 8:00 A.M. (San Francisco time) on the proposed date of Borrowing Funding Date, in the case of an Absolute Rate Auction, the Administrative Agent will notify the Borrower Borrowers of the terms (ia) of any Competitive Bid submitted by a Bank Lender that is in accordance with subsection 2.07(cSection 2.2E(iii)(a), and (iib) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Bank Lender with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by the Administrative Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.07Section 2.2E(iii). The Administrative Agent's notice to the Borrowers shall specify (1) the aggregate principal amount of Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Request; and