Common use of Submission and Contents of Competitive Clause in Contracts

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 and must be submitted to the Borrower by telecopy at its address specified in or pursuant to Article XIII not later than (a) 1:00 p.m. (Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction. Subject to Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocable. (ii) Each Competitive Bid Quote shall in any case specify: (a) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (b) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, (2) must be an Approved Multiple and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested; (c) in the case of a Eurocurrency Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (g) the identity of the quoting Lender. (iii) The Borrower shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" hereto or does not specify all of the information required by Section 2.3.3(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender Bank may, in its sole discretionbut shall be under no obligation to, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans to the Company in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (d) and must be submitted to the Borrower Agent by telecopy at its address specified in or pursuant to Article XIII facsimile not later than (a) 1:00 p.m. (Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 10:00 a.m. (Chicago Boston time) on the proposed Borrowing requested Drawdown Date, provided, that Competitive Bid Quotes may be made by the Agent in its capacity as a Bank only if it notifies the case Company of an Absolute Rate Auctionthe terms of its Competitive Bid Quote no later than 9:45 a.m. (Boston time) on the requested Drawdown Date. Subject to Articles IV the provisions of 12 and VIII13 hereof, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Company. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit B-4 hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotesrequested Drawdown Date and Interest Periods; (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, less than or equal to the Commitment of the quoting LenderBank but may not exceed the lesser of (A) the Total Commitment and (B) the Maximum Availability in effect from time to time during the Interest Period of such Competitive Bid Loan, (2x) must be an Approved Multiple and $5,000,000 or a larger multiple of $1,000,000, (3y) may not exceed the aggregate principal amount of Competitive Bid Loans for which offers were requested, and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Bank may be accepted; (cC) in the case rate of a Eurocurrency Auction, interest per annum (rounded to the nearest 1/1000th of 1%) (the "Competitive Bid Margin Rate") offered for each such Competitive Bid Loan; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gD) the identity of the quoting LenderBank. A Competitive Bid Quote may include up to five (5) separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes. (iii) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (aA) is not substantially in the form of Exhibit "D" B-4 hereto or does not specify all of the information required by Section 2.3.3(iisubsection (d)(ii); (bB) contains qualifying, conditional or similar languagelanguage (except that it may, other in the case of a quote relating to more than any such language contained one Interest Period, contain the condition described in Exhibit "D" heretosubsection (d)(ii)(B)); (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (dD) arrives after the time set forth in Section 2.3.3(isubsection (d)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.3.4 and must be submitted to the Borrower Administrative Agent by telex or telecopy at its address offices specified in or pursuant to Article XIII not later than (a) 1:00 p.m. (I) 8:45 a.m. (Chicago time) in the case of First Chicago and (II) 9:00 a.m. (Chicago time) in the case of each other Lender, at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Eurodollar Auction denominated in Dollars, or (b) 1:00 p.m. (I) 8:45 a.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or First Chicago and (cII) 9:00 a.m. (Chicago time) in the case of each other Lender on the proposed Borrowing Date, in the case of an Absolute Rate AuctionAuction (or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Borrower and the Administrative Agent may agree, provided that First Chicago shall always be required to submit its Competitive Bid Quotes not less than fifteen minutes prior to the other Lenders). Subject to Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall in any case specify: (a) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (b) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, (2) must be at least $5,000,000 and an Approved Multiple integral multiple of $1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested; (c) in the case of a Eurocurrency Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan; (d) the minimum or maximum amount, if any, of any Competitive Bid Loan which may be accepted by the Borrower and/or the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (g) the identity of the quoting Lender. (iii) The Borrower Administrative Agent shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "DH" hereto or does not specify all of the information required by Section 2.3.3(ii2.3.4(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "DH" hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.3(i2.3.4(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.3.4(iii), then the Borrower Administrative Agent shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (ia) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.1.3(iv) and must be submitted to the Borrower Administrative Agent by telecopy telex or facsimile transmission at its address offices specified in or pursuant to Article XIII XIV not later than than: (ai) for an INDEXED BID RATE AUCTION for Competitive Bid Advances denominated in any AGREED CURRENCY OTHER THAN DOLLARS, 1:00 p.m. (London time) at least four Business Days prior to the Borrowing Date proposed therein; (ii) for an INDEXED BID RATE AUCTION for Competitive Bid Advances denominated in DOLLARS, 8:30 a.m. (Chicago time) at least three two Business Days prior to the Borrowing Date proposed Borrowing Date, in the case of a Eurocurrency Auction therein; (iii) for an ABSOLUTE RATE AUCTION for Competitive Bid Advances denominated in Dollarsany AGREED CURRENCY OTHER THAN DOLLARS, (b) 1:00 p.m. (Chicago London time) at least five two Business Days prior to the Borrowing Date proposed Borrowing Date, in the case of a Eurocurrency Auction therein; or (iv) for an ABSOLUTE RATE AUCTION for Competitive Bid Advances denominated in an Alternative Currency or (c) DOLLARS, 9:00 a.m. (Chicago a.m.(Chicago time) on the proposed Borrowing Date; or, in any such case, such other time or date as the Borrower and the Administrative Agent shall have mutually agreed upon and shall have notified to the Lenders not later than the date of the first Indexed Bid Rate Auction or Absolute Rate Auction for which such change is to be effective; provided that Competitive Bid Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one-half hour prior to the deadline for the other Lenders, in the case of an Indexed Bid Rate Auction or an Absolute Rate Auction denominated in an Agreed Currency other than Dollars, or (y) 15 minutes prior to the deadline for the other Lenders, in the case of an Absolute Rate AuctionAuction denominated in Dollars. Subject to Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the applicable Borrower. (iib) Each Competitive Bid Quote shall in any case specify: (a1) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (b2) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, but in no case greater than the unutilized Aggregate Commitment, (2) must be at least $5,000,000 (and an Approved Multiple integral multiple of $1,000,000 if in excess thereof), and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested; requested and (c4) in the case of a Eurocurrency Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan; (d) the limit, if any, may be subject to an aggregate limitation as to the aggregate principal amount of the Competitive Bid Loans from for which offers being made by such quoting Lender which may be accepted by the Borroweraccepted; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (g) the identity of the quoting Lender. (iii) The Borrower shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" hereto or does not specify all of the information required by Section 2.3.3(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes.. ------------------------------------------------- (i) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.3.4 and must be submitted to the Borrower Agent by telex or telecopy at its address offices specified in or pursuant to Article XIII not later than (a) 1:00 p.m. 9:00 a.m. (Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Eurodollar Auction denominated in Dollars, or (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate AuctionAuction (or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Borrower and the Agent may agree); provided that Competitive Bid Quotes -------- submitted by First Chicago may only be submitted if the Agent or First Chicago notifies the Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit "E" hereto and shall in any case specify: (a) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (b) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, (2) must be at least $10,000,000 and an Approved Multiple integral multiple of $1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested; (c) in the case of a Eurocurrency Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan; (d) the limitminimum amount, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender Loan which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gf) the identity of the quoting Lender. (iii) The Borrower Agent shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "DE" hereto or does not specify all of the information required by Section 2.3.3(ii2.3.4(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "DE" hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.3(i2.3.4(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.3.4(iii), then the Borrower Agent shall notify the relevant Lender of such rejection as soon as practicalpromptly.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, to which an Invitation for Competitive Bid Quotes is sent may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.03(d) and must be submitted to the Borrower Administrative Agent by telecopy telex or facsimile at its address specified in or pursuant to Article XIII Section 9.01 not later than (ax) 1:00 p.m. 2:00 P.M. (Chicago New York City time) at least three on the fourth Euro-Dollar Business Days prior to Day before the proposed Borrowing Datedate of Borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollars, or (by) 1:00 p.m. 10:00 A.M. (Chicago New York City time) at least five Business Days prior on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the proposed Borrowing DateLenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour before the deadline for the other Lenders, in the case of a Eurocurrency LIBOR Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago time) on 15 minutes before the proposed Borrowing Datedeadline for the other Lenders, in the case of an Absolute Rate Auction. Subject to Articles IV 3 and VIII6, any Competitive Bid Quote so made shall not be irrevocablerevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be substantially in the form of Exhibit E hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotesdate of Borrowing; (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, than or less than or equal to the Commitment of the quoting Lender, (2x) must be an Approved Multiple and $5,000,000 or a larger integral multiple of $1,000,000, (3y) may not exceed the principal amount of Competitive Bid Loans for which offers were requestedrequested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Lender may be accepted; (cC) in the case of a Eurocurrency LIBOR Auction, the margin above or below the applicable London Interbank Offered Rate (the “Competitive Bid Margin Margin”) offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eD) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Competitive Bid Absolute Rate Rate”) offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gE) the identity of the quoting Lender. A Competitive Bid Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes. (iii) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (aA) is not substantially in the form of conformity with Exhibit "D" E hereto or does not specify all of the information required by Section 2.3.3(ii)subsection 2.03(d)(ii) above; (bB) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto(except as contemplated by subsection (d)(ii)(B)(z)); (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid QuotesQuotes (except as contemplated by subsection (d)(ii)(B)(z)); or (dD) arrives after the time set forth in Section 2.3.3(isubsection 2.03(d)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (ia) Each Except as otherwise provided in Section 2.3.10, each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.3.4 and must be submitted to the Borrower Competitive Bid Agent by telex or telecopy at its address offices specified in or pursuant to Article XIII XIV not later than (ai) 1:00 p.m. 9:00 a.m. (Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Eurodollar Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (cii) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate AuctionAuction (or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Borrower and the Administrative Agent may agree); provided that, if the Administrative Agent is the Competitive Bid Agent, Competitive Bid Quotes submitted by the Administrative Agent as a Lender may only be submitted if the Administrative Agent notifies the Borrower of the terms of the offer or offers contained therein not later than 30 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV V and VIIIIX, any Competitive anyCompetitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Competitive Bid Agent given on the instructions of the Borrower (if the Borrower is not the Competitive Bid Agent). (iib) Each Competitive Bid Quote shall be in substantially the form of Exhibit B and shall in any case specify: (ai) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (bii) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1A) may be greater than, less than or equal to the Commitment of the quoting Lender, (2B) must be in an Approved Multiple integral multiple of $1,000,000 and (3C) may not exceed the principal amount of Competitive Bid Loans for which offers were requested; (ciii) in the case of a Eurocurrency Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan; (div) the limitminimum amount, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender Loan which may be accepted by the Borrower, which amount shall not be less than $1,000,000; (ev) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (fvi) the applicable Interest Periodmaximum aggregate amount, if any, of Competitive Bid Loans offered by the quoting Lender which may be accepted by the Borrower; and (gvii) the identity of the quoting Lender. (iiic) The Borrower Competitive Bid Agent shall reject any Competitive Bid Quote that: (ai) is not substantially in the form of Exhibit "D" hereto B or does not specify all of the information required by Section 2.3.3(ii2.3.4(b); (bii) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" heretoB; (ciii) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (div) arrives after the time set forth in Section 2.3.3(i2.3.4(a). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.3.4(c), then the Borrower Competitive Bid Agent shall notify the relevant Lender of such rejection as soon as practicalpractical and (if the Administrative Agent is the Competitive Bid Agent) shall promptly send a copy of the rejected Competitive Bid Quote to the Borrower.

Submission and Contents of Competitive. Bid Quotes. (ia) Each Except as otherwise provided in Section 2.3.10, each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.3.4 and must be submitted to the Borrower Competitive Bid Agent by telex or telecopy at its address offices specified in or pursuant to Article XIII XIV not later than (ai) 1:00 p.m. 9:00 a.m. (Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Eurodollar Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (cii) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate AuctionAuction (or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Borrower and the Administrative Agent may agree); provided that, if the Administrative Agent is the Competitive Bid Agent, Competitive Bid Quotes submitted by the Administrative Agent as a Lender may only be submitted if the Administrative Agent notifies the Borrower of the terms of the offer or offers contained therein not later than 30 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV V and VIIIIX, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Competitive Bid Agent given on the instructions of the Borrower (if the Borrower is not the Competitive Bid Agent). (iib) Each Competitive Bid Quote shall be in substantially the form of Exhibit B and shall in any case specify: (ai) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (bii) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1A) may be greater than, less than or equal to the Commitment of the quoting Lender, (2B) must be in an Approved Multiple integral multiple of $1,000,000 and (3C) may not exceed the principal amount of Competitive Bid Loans for which offers were requested; (ciii) in the case of a Eurocurrency Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan; (div) the limitminimum amount, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender Loan which may be accepted by the Borrower, which amount shall not be less than $1,000,000; (ev) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (fvi) the applicable Interest Periodmaximum aggregate amount, if any, of Competitive Bid Loans offered by the quoting Lender which may be accepted by the Borrower; and (gvii) the identity of the quoting Lender. (iiic) The Borrower Competitive Bid Agent shall reject any Competitive Bid Quote that: (ai) is not substantially in the form of Exhibit "D" hereto B or does not specify all of the information required by Section 2.3.3(ii2.3.4(b); (bii) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" heretoB; (ciii) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (div) arrives after the time set forth in Section 2.3.3(i2.3.4(a). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.3.4(c), then the Borrower Competitive Bid Agent shall notify the relevant Lender of such rejection as soon as practicalpractical and (if the Administrative Agent is the Competitive Bid Agent) shall promptly send a copy of the rejected Competitive Bid Quote to the Borrower.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, Bank may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (d) and must be submitted to the Borrower Administrative Agent by telecopy telex or facsimile transmission at its address offices specified in or pursuant to Article XIII Section 9.01 not later than (ax) 1:00 p.m. 12:30 P.M. (Chicago New York City time) at least three on the third Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollars, or (by) 1:00 p.m. 9:30 A.M. (Chicago New York City time) at least five Business Days on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the relevant Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes 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 relevant Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to the proposed Borrowing Datedeadline for the other Banks, in the case of a Eurocurrency LIBOR Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago time) on 15 minutes prior to the proposed Borrowing Datedeadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles IV 3 and VIII6, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the relevant Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit D hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;date of Borrowing, (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, than or less than or equal to the Commitment of the quoting LenderBank, (2x) must be an Approved Multiple and $5,000,000 or a larger multiple of $1,000,000, (3y) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;requested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Bank may be accepted, (cC) in the case of a Eurocurrency LIBOR Auction, the Competitive Bid Margin margin above or below the applicable London Interbank Offered Rate (the "COMPETITIVE BID MARGIN") offered for each such Competitive Bid Loan;, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate, (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eD) in the case of an Absolute Rate Auction, the Absolute Rate rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the "COMPETITIVE BID ABSOLUTE RATE") offered for each such Competitive Bid Loan; (f) the applicable Interest Period; , and (gE) the identity of the quoting LenderBank. A Competitive Bid Quote may set forth up to five separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes. (iii) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (aA) is not substantially in the form of conformity with Exhibit "D" D hereto or does not specify all of the information required by Section 2.3.3(iisubsection (d)(ii); (bB) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (dD) arrives after the time set forth in Section 2.3.3(isubsection (d)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, Bank may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (d) and must be submitted to the Borrower Agent by telecopy telex or facsimile transmission at its address specified offices referred to in or pursuant to Article XIII Section 11.01 not later than (ax) 1:00 p.m. 2:00 P.M. (Chicago New York City time) at least three on the fourth Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollars, or (by) 1:00 p.m. 9:30 A.M. (Chicago New York City time) at least five Business Days on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall have mutually agreed and the Agent shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes 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 Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to the proposed Borrowing Datedeadline for the other Banks, in the case of a Eurocurrency LIBOR Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago time) on 15 minutes prior to the proposed Borrowing Datedeadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles IV 3 and VIII4, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit D hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;date of Borrowing, (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, than or less than or equal to the Commitment of the quoting LenderBank, (2x) must be an Approved Multiple and $5,000,000 or a larger multiple of $1,000,000 (3y) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;requested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Bank may be accepted, (cC) in the case of a Eurocurrency LIBOR Auction, the margin above or below the applicable London Interbank Offered Rate (the "Competitive Bid Margin Margin") offered for each such Competitive Bid Loan;, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate, (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eD) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the "Competitive Bid Absolute Rate Rate") offered for each such Competitive Bid Loan; (f) the applicable Interest Period; , and (gE) the identity of the quoting LenderBank. (iii) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (aA) is not substantially in the form of conformity with Exhibit "D" D hereto or does not specify all of the information required by Section 2.3.3(iisubsection (d)(ii); (bB) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (dD) arrives after the time set forth in Section 2.3.3(isubsection(d)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, to which an Invitation for Competitive Bid Quotes is sent may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.03(d) and must be submitted to the Borrower Administrative Agent by telecopy telex or facsimile at its address specified in or pursuant to Article XIII Section 9.01 not later than (ax) 1:00 p.m. 2:00 P.M. (Chicago New York City time) at least three on the fourth Euro-Dollar Business Days prior to Day before the proposed Borrowing Datedate of Borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollars, or (by) 1:00 p.m. 9:30 A.M. (Chicago New York City time) at least five Business Days prior on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the proposed Borrowing DateLenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour before the deadline for the other Lenders, in the case of a Eurocurrency LIBOR Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago time) on 15 minutes before the proposed Borrowing Datedeadline for the other Lenders, in the case of an Absolute Rate Auction. Subject to Articles IV Article 3 and VIII6, any Competitive Bid Quote so made shall not be irrevocablerevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be substantially in the form of Exhibit D hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotesdate of Borrowing; (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, than or less than or equal to the Commitment of the quoting Lender, (2x) must be an Approved Multiple and $5,000,000 or a larger integral multiple of $1,000,000, (3y) may not exceed the principal amount of Competitive Bid Loans for which offers were requestedrequested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Lender may be accepted; (cC) in the case of a Eurocurrency LIBOR Auction, the margin above or below the applicable London Interbank Offered Rate (the “Competitive Bid Margin Margin”) offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eD) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Competitive Bid Absolute Rate Rate”) offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gE) the identity of the quoting Lender. A Competitive Bid Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes. (iii) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (aA) is not substantially in the form of conformity with Exhibit "D" D hereto or does not specify all of the information required by Section 2.3.3(iisubsection 2.03(d)(ii); (bB) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto(except as contemplated by subsection (d)(ii)(B)(z); (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid QuotesQuotes (except as contemplated by subsection (d)(ii)(B)(z); or (dD) arrives after the time set forth in Section 2.3.3(isubsection 2.03(d)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes.. ---------- --- -------- -- ----------- --- ------ (i) Each Lender may, in its sole discretion, Bank may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans Advances in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (d) and must be submitted to the Borrower Agent by telecopy at its address specified in telex or pursuant to Article XIII telecopier not later than (aX) 1:00 12:00 p.m. (Chicago Hartford time) at least three on the second LIBOR Business Days Day prior to the proposed Borrowing requested Drawdown Date, in the case of LIBOR Rate Auction or (Y) 12:00 p.m. (Hartford time) on the requested Drawdown Date in the case of an Absolute Rate Auction; provided, that, -------- ---- Competitive Bid Quotes may be submitted by the Agent in its capacity as a Bank only if the Agent notifies the Borrower of the terms of the offer or offers contained therein not later than 11:30 a.m. (Hartford time) on the second LIBOR Business Day prior to the requested Drawdown Date, in the case of a Eurocurrency LIBOR Rate Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 11:30 a.m. (Chicago Hartford time) on the proposed Borrowing requested Drawdown Date, in the case of an Absolute Rate Auction. Subject to Articles IV the provisions of (S)(S)9 and VIII10 hereof, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit E hereto and shall in any case specify: : --------- (aA) the proposed Borrowing requested Drawdown Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (b) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, (2) must be an Approved Multiple and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested; (c) in the case of a Eurocurrency Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (g) the identity of the quoting Lender. (iii) The Borrower shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" hereto or does not specify all of the information required by Section 2.3.3(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.,

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, Bank may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (d) and must be submitted to the Borrower Agent by telecopy at its address specified in telex or pursuant to Article XIII facsimile not later than (a) 1:00 p.m. (Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 10:00 a.m. (Chicago Boston time) on the proposed Borrowing requested Drawdown Date, provided that Competitive Bid Quotes may be made by the Agent in its capacity as a Bank only if it notifies the case Borrower of an Absolute Rate Auctionthe terms of its Competitive Bid Quote no later than 9:30 a.m. (Boston time) on the requested Drawdown Date. Subject to Articles IV the provisions of sect.sect.9, 10 and VIII11 hereof, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit E-1 attached hereto (a "Competitive Bid Quote") and shall in any case specify: : (aA) the proposed Borrowing Daterequested Drawdown Date and Interest Periods, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1x) may be greater than, less than or equal to the Commitment Amount of the quoting LenderBank but may not exceed the Total Commitment, (2y) must be an Approved Multiple $1,000,000 or a larger multiple of $500,000 and (3z) may not exceed the aggregate principal amount of Competitive Bid Loans for which offers were requested; , (cC) in the case rate of a Eurocurrency Auction, interest per annum (rounded to the nearest 1/1000th of 1%) (the "Competitive Bid Margin Rate") offered for each such Competitive Bid Loan; , and (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gD) the identity of the quoting LenderBank. (iii) The Borrower shall reject any Any Competitive Bid Quote that: shall be disregarded if it: (aA) is not substantially in the form of Exhibit "D" E-1 attached hereto or does not specify all of the information required by Section 2.3.3(ii); subsection (bd)(ii) of this sect.2.3.1; (B) contains qualifying, conditional or similar languagelanguage (except that it may, other in the case of a quote relating to more than one Interest Period, contain the condition that the Bank will fund any one, but not more, of the Competitive Bid Loans offered in such language contained in Exhibit "D" hereto; Competitive Bid Quote); (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or or (dD) arrives after the time set forth in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to subsection (d)(i) of this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practicalsect.

Submission and Contents of Competitive. Bid Loan Quotes. (i) Each Lender maymay submit one or more Competitive Bid Loan Quotes, in its sole discretion, submit each containing an offer to the Borrower make a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans Loan in response to any Invitation for Competitive Bid QuotesLoan Quote Request. Each Competitive Bid Loan Quote must comply with the requirements of this Section 2.3.3 2.03(d) and must be submitted to the Borrower Administrative Agent by telecopy at its address specified in or pursuant to Article XIII Office not later than (ax) 1:00 p.m. (Chicago time) at least three 8:00 a.m., Los Angeles time on the third Business Days Day prior to the proposed Borrowing Datedate of borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollarsor (y) 7:00 a.m., (b) 1:00 p.m. (Chicago time) at least five Business Days prior to Los Angeles time on the proposed Borrowing Datedate of borrowing, in the case of a Eurocurrency Base Rate Auction, CD Rate Auction denominated or an Absolute Rate Auction (or, in either case upon reasonable notice to the Lenders, such other time and date as the Borrower and the Administrative Agent may agree); provided that any Competitive Bid Loan Quote submitted by the Administrative Agent (or an Alternative Currency Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent (or such Affiliate) notifies the Borrower of the terms of the offer or 17 23 offers contained therein not later than (cx) 9:00 a.m. (Chicago time) 7:30 a.m., Los Angeles time on the third Business Day prior to the proposed Borrowing Datedate of borrowing, in the case of a LIBOR Auction or (y) 6:30 a.m., Los Angeles time on the proposed date of borrowing, in the case of a Base Rate Auction, CD Rate Auction or an Absolute Rate Auction. Subject to Articles IV Sections 2.14, 2.03(r) and VIII4.01 hereof, any Competitive Bid Loan Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the written instructions of the Borrower. (ii) Each Competitive Bid Loan Quote shall be substantially in the form of Exhibit C hereto and shall in any case specify: : (aA) The proposed date of borrowing, the proposed Borrowing Date, which shall be currency and the same as that set forth in the applicable Invitation for Competitive Bid Quotes; Interest Period therefor; (bB) the The principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount shall be a Dollar Equivalent of at least $5,000,000 or a higher integral multiple of $1,000,000; provided that the aggregate principal amount of all Competitive Bid Loans for which a Lender submits Competitive Bid Loan Quotes (1x) may be greater than, less than or equal to the Commitment Revolving Credit Committed Amount of the quoting Lender, such Lender but (2) must be an Approved Multiple and (3y) may not exceed the principal amount of the Competitive Bid Loans Borrowing for which offers were requested; (c) requested in the case of a Eurocurrency Auction, the related Competitive Bid Margin offered for each such Competitive Bid Loan; Loan Quote Request; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (g) the identity of the quoting Lender. (iii) The Borrower shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" hereto or does not specify all of the information required by Section 2.3.3(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Rate Quotes. (ia) Each Lender Bank may, in its sole discretionbut shall not have any obligation to, submit to the Borrower a Competitive Bid Rate Quote containing an offer one or more offers to make Competitive Bid Rate Loans in response to any Invitation invitation for Competitive Bid Rate Quotes. Each Competitive Bid Rate Quote must comply with the requirements of this Section 2.3.3 2.13 and must be submitted to the Borrower Administrative Agent by telecopy at its address specified in or pursuant to Article XIII not later than (ax) 1:00 p.m. (Chicago Charlotte, North Carolina time) at least three on the third (3rd) Business Days Day prior to the proposed Borrowing Datedate of the Competitive Bid Rate Loan, in the case of a Eurocurrency Auction denominated in DollarsEurodollar Auction, or (by) 1:00 p.m. 10:30 a.m. (Chicago Charlotte, North Carolina time) at least five Business Days prior to on the proposed Borrowing Datedate of the Competitive Bid Rate Loan, in the case of a Eurocurrency Auction denominated an Absolute Rate Auction; provided, however, that Competitive Bid Rate Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in an Alternative Currency the capacity of Bank may be submitted, and may only be submitted, if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein no later than (x) 12:00 noon (Charlotte, North Carolina time) on the third (3rd) Business Day prior to the proposed date of the Competitive Bid Rate Loan, in the case of Eurodollar Auction, or (cy) 9:00 10:00 a.m. (Chicago Charlotte, North Carolina time) on the proposed Borrowing Datedate of the Competitive Bid Rate Loan, in the case of an Absolute Rate Auction. Subject to Articles IV Sections 5, 11 and VIII12 hereof, any Competitive Bid Rate Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given pursuant to the written instructions of the Borrower. (iib) Each Competitive Bid Rate Quote shall be in any case substantially the form of Exhibit K attached hereto and shall specify: (ai) the proposed Borrowing Date, date of the Competitive Bid Rate Loan (which shall be correspond to the same as that set forth in date of the applicable Invitation for Competitive Bid QuotesRate Loan proposed by the Borrower); (bii) the principal amount of the Competitive Bid Rate Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, (2x) must be an Approved Multiple $10,000,000 or a larger multiple of $1,000,000 and (3y) may not exceed the principal amount of the Competitive Bid Rate Loans for which offers were requested; (ciii) in the case of a Eurocurrency Eurodollar Auction, the margin above or below the Eurodollar Rate (the "Competitive Bid Margin Rate Margin") offered for each such Competitive Bid Rate Loan, expressed as a percentage to be added to or subtracted from such Eurodollar Rate and rounded upward to the nearest one-hundredth of one percent (1/100%); (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eiv) in the case of an Absolute Rate Auction, the fixed rate of interest per annum (the "Competitive Bid Absolute Rate Rate") offered for each such Competitive Bid Rate Loan; (f) the applicable Interest Period; and (gv) the identity of the quoting LenderBank. (iiic) The Borrower shall reject any Any Competitive Bid Rate Quote thatmay be disregarded if it: (ai) is not substantially in the form of conformity with Exhibit "D" K attached hereto or does not specify all of the information required by Section 2.3.3(ii2.13.4(b); (bii) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (ciii) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid QuotesRate Quote Request; or (div) arrives is submitted to the Administrative Agent after the time set forth in Section 2.3.3(i2.13.4(a). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each U.S. Lender may, in its sole discretion, may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (c) and must be submitted to the Borrower Person indicated in the applicable Invitation for Competitive Bid Quotes by telecopy facsimile transmission at its address offices specified in or pursuant to Article XIII Section 13.01 not later than 11:00 A.M. (a) 1:00 p.m. (Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 a.m. (Chicago Eastern time) on the proposed Borrowing Date, in the case date of an Absolute Rate AuctionBorrowing. Subject to Articles IV 5 and VIII8, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit H hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;date of Borrowing, (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, than or less than or equal to the U.S. Commitment of the quoting U.S. Lender, (2x) must be an Approved Multiple and $5,000,000 or a larger multiple of $1,000,000, (3y) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;requested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting U.S. Lender may be accepted, (cC) in the case rate of a Eurocurrency Auction, interest per annum (specified to the nearest 1/10,000th of 1%) (the “Competitive Bid Margin Rate”) offered for each such Competitive Bid Loan; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gD) the identity of the quoting U.S. Lender. A Competitive Bid Quote may set forth up to five separate offers by the quoting U.S. Lender with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes. (iii) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (aA) is not substantially in the form of conformity with Exhibit "D" H hereto or does not specify all of the information required by Section 2.3.3(iisubsection (c)(ii); (bB) except as provided in subsection (c)(ii)(B)(z), contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (dD) arrives after the time set forth in Section 2.3.3(isubsection (c)(i). If any In the case of Competitive Bid Quotes solicited by the Administrative Agent, the Administrative Agent shall promptly notify the Borrower of the Competitive Bid Rate and the principal amount specified in each Competitive Bid Quote and the identity of the U.S. Lender that shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of have made such rejection as soon as practicalCompetitive Bid Quote.

Submission and Contents of Competitive. Bid Quotes.. ------------------------------------------------- (i) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.04(d) and must be submitted to the Borrower Administrative Agent by telecopy telex or facsimile transmission at its address offices specified in or pursuant to Article XIII IX not later than (ai) 1:00 p.m. (Chicago time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurocurrency Auction denominated in DollarsEurodollar Auction, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (cii) 9:00 a.m. (Chicago time) on the proposed Borrowing DateDate in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Borrower and the Administrative Agent shall have mutually agreed up and shall have notified to the Lenders not later than the date of the first Eurodollar Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by -------- the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) 15 minutes prior to the deadline for the other Lenders, in the case of a Eurodollar Auction, or (y) 15 minutes prior to the deadline for the other Lenders, in the case of an Absolute Rate Auction. Subject to Articles IV III and VIIIVII, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, but in no case greater than the unutilized Aggregate Commitment, (2) must be at least $2,500,000 (and an Approved Multiple integral multiple of $500,000 if in excess thereof), and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested; (cC) in the case of a Eurocurrency Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eD) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (fE) the minimum or maximum amount, if any, of the Competitive Bid Loan which may be accepted by the Borrower; (F) the applicable Interest Period; and (gG) the identity of the quoting Lender. (iii) The Borrower Administrative Agent shall reject any Competitive Bid Quote that: (aA) is not substantially in the form of Exhibit "D" hereto or does ----------- not specify all of the information required by Section 2.3.3(ii2.04(d)(ii); (bB) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (dD) arrives after the time set forth in Section 2.3.3(i2.04(d)(i). . (iv) If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.04(d)(iii), then the Borrower Administrative Agent shall notify the relevant affected Lender of such rejection as soon as practicalpracticable.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.3.4 and must be submitted to the Borrower Agent by telecopy at its address offices specified in or pursuant to Article XIII not later than (a) 1:00 p.m. 9:00 a.m. (Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Eurodollar Auction denominated in Dollars, or (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate AuctionAuction (or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Borrower and the Agent may agree); provided that Competitive Bid Quotes submitted by JPMCB may only be submitted if the Agent or JPMCB notifies the Borrower of the terms of the offer or offers contained therein not later than 30 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Borrower. (iii) Each Competitive Bid Quote shall be in substantially the form of Exhibit H hereto and shall in any case specify: (a) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;, (b) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, (2) must be at least $5,000,000 and an Approved Multiple integral multiple of $1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;, (c) in the case of a Eurocurrency Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan;, (d) the limitminimum amount, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender Loan which may be accepted by the Borrower;, (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan;, (f) the applicable Interest Period; maximum aggregate amount, if any, of Competitive Bid Loans offered by the quoting Lender which may be accepted by the Borrower, and (g) the identity of the quoting Lender. (iiiii) The Borrower Agent shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" H hereto or does not specify all of the information required by this Section 2.3.3(ii2.3.4(ii);, (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" H hereto;, (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; , or (d) arrives after the time set forth in Section 2.3.3(i2.3.4(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.3.4(iii), then the Borrower Agent shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid QuotesBID LOAN QUOTES. (i) Each Lender maymay submit one or more Competitive Bid Loan Quotes, in its sole discretion, submit each containing an offer to the Borrower make a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans Loan in response to any Invitation for Competitive Bid QuotesLoan Quote Request. Each Competitive Bid Loan Quote must comply with the requirements of this Section 2.3.3 2.03(d) and must be submitted to the Borrower Administrative Agent by telecopy at its address specified in or pursuant to Article XIII Office not later than (ax) 1:00 p.m. (Chicago time) at least three 8:00 a.m., Los Angeles time on the third Business Days Day prior to the proposed Borrowing Datedate of borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollarsor (y) 7:00 a.m., (b) 1:00 p.m. (Chicago time) at least five Business Days prior to Los Angeles time on the proposed Borrowing Datedate of borrowing, in the case of a Eurocurrency Base Rate Auction, CD Rate Auction denominated or an Absolute Rate Auction (or, in either case upon reasonable notice to the Lenders, such other time and date as the Borrower and the Administrative Agent may agree); PROVIDED that any Competitive Bid Loan Quote submitted by the Administrative Agent (or an Alternative Currency Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent (or such Affiliate) notifies the Borrower of the terms of the offer or offers contained therein not later than (cx) 9:00 a.m. (Chicago time) 7:30 a.m., Los Angeles time on the third Business Day prior to the proposed Borrowing Datedate of borrowing, in the case of a LIBOR Auction or (y) 6:30 a.m., Los Angeles time on the proposed date of borrowing, in the case of a Base Rate Auction, CD Rate Auction or an Absolute Rate Auction. Subject to Articles IV Sections 2.14, 2.03(r) and VIII4.01 hereof, any Competitive Bid Loan Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the written instructions of the Borrower. (ii) Each Competitive Bid Loan Quote shall be substantially in the form of Exhibit C hereto and shall in any case specify: (aA) The proposed date of borrowing, the proposed Borrowing Date, which shall be currency and the same as that set forth in the applicable Invitation for Competitive Bid QuotesInterest Period therefor; (bB) the The principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount shall be a Dollar Equivalent of at least $5,000,000 or a higher integral multiple of $1,000,000; PROVIDED that the aggregate principal amount of all Competitive Bid Loans for which a Lender submits Competitive Bid Loan Quotes (1x) may be greater than, less than or equal to the Commitment Revolving Credit Committed Amount of the quoting Lender, such Lender but (2) must be an Approved Multiple and (3y) may not exceed the principal amount of the Competitive Bid Loans Borrowing for which offers were requested; (c) requested in the case of a Eurocurrency Auction, the related Competitive Bid Margin offered for each such Competitive Bid LoanLoan Quote Request; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (g) the identity of the quoting Lender. (iii) The Borrower shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" hereto or does not specify all of the information required by Section 2.3.3(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid ------------------------------------------ Quotes.. ------- (i) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 SECTION 2.24(b) and must be submitted to the Borrower by telex or telecopy at its address specified in or pursuant to Article XIII offices not later than (a) 1:00 2:00 p.m. (Chicago time) at least three four Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in Dollars, request for a Competitive LIBOR Margin or (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction(or, in either case upon reasonable prior notice to the Lenders, such other time and rate as the Borrower and the Administrative Agent may agree). Subject to Articles IV and VIIIthe Borrower's compliance with all other conditions to disbursement herein, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of EXHIBIT J-2 hereto and shall in any case specify: (a) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;, (b) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, (2) must be at least $5,000,000 and an Approved Multiple integral multiple of $1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were are requested;, (c) in the case of a Eurocurrency Auctionas applicable, the Competitive Bid LIBOR Margin offered for each such Competitive Bid Loan; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the and Absolute Rate offered for each such Competitive Bid Loan;, (fd) the applicable Interest Period; minimum amount, if any, of the Competitive Bid Loan which may be accepted by the Borrower, and (ge) the identity of the quoting Lender. (iii) The Borrower shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" EXHIBIT J-2 hereto or does not specify all of the information required by Section 2.3.3(iiSECTION 2.24(b)(ii);, (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" EXHIBIT J-2 hereto;, (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; , or (d) arrives after the time set forth in Section 2.3.3(iSECTION 2.24(b)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iiiSECTION 2.24(b)(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, Bank may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (d) and must be submitted to the Borrower Administrative Agent by telecopy telex or facsimile transmission at its address specified office in or pursuant New York City referred to Article XIII in Section 11.01 not later than (ax) 1:00 p.m. 2:00 P.M. (Chicago New York City time) at least three on the fourth Euro-Currency Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollars, or (by) 1:00 p.m. 9:45 A.M. (Chicago New York City time) at least five Business Days on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes 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 (x) one hour prior to the proposed Borrowing Datedeadline for the other Banks, in the case of a Eurocurrency Auction denominated in an Alternative Currency LIBOR Auction, or (cy) 9:00 a.m. (Chicago time) on 15 minutes prior to the proposed Borrowing Datedeadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles IV 3 and VIII6, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Company. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit D hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;date of Borrowing, (bB) the currency and the principal amount (in the relevant currency) of the Competitive Bid Loan for which each such offer is being made, which principal amount Dollar Amount (1w) may be greater than, than or less than or equal to the Commitment of the quoting LenderBank, (2x) for each Borrowing of Dollar-Denominated Loans, must be $5,000,000 or a larger multiple of $1,000,000 and for each Borrowing in an Approved Multiple and Alternative Currency, must be at least $5,000,000, (3y) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;being made by such quoting Bank may be accepted, and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Bank may be accepted, (cC) in the case of a Eurocurrency LIBOR Auction, the margin above or below the applicable London Interbank Offered Rate (the "Competitive Bid Margin Margin") offered for each such Competitive Bid Loan;, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate, (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eD) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the "Competitive Bid Absolute Rate Rate") offered for each such Competitive Bid Loan; (f) the applicable Interest Period; , and (gE) the identity of the quoting LenderBank. A Competitive Bid Quote may set forth up to five separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes. (iii) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (aA) is not substantially in the form of conformity with Exhibit "D" D hereto or does not specify all of the information required by Section 2.3.3(iisubsection (d)(ii); (bB) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (dD) arrives after the time set forth in Section 2.3.3(isubsection (d)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.3.4 and must be submitted to the Borrower Agent by telex or telecopy at its address offices specified in or pursuant to Article XIII not later than (a) 1:00 p.m. 9:00 a.m. (Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Eurodollar Auction denominated in Dollars, or (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate AuctionAuction (or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Borrower and the Agent may agree); provided that Competitive Bid Quotes submitted by a Lender which is also the Agent may only be submitted if the Agent notifies the Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit "E" hereto and shall in any case specify: (a) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;, (b) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, (2) must be at least $5,000,000 and an Approved Multiple integral multiple of $1,000,000 and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;, (c) in the case of a Eurocurrency Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan;, (d) the limitminimum amount, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender Loan which may be accepted by the Borrower;, (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan;, (f) the applicable Interest Period; maximum aggregate amount, if any, of Competitive Bid Loans offered by the quoting Lender which may be accepted by the Borrower and (g) the identity of the quoting Lender. (iii) The Borrower Agent shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "DE" hereto or does not specify all of the information required by this Section 2.3.3(ii2.3.4(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "DE" hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.3(i2.3.4(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.3.4(iii), then the Borrower Agent shall notify the relevant Lender of such rejection as soon as practicalpracticable.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.22(c) and must be submitted to the Borrower Administrative Agent by telex or telecopy at its address specified in or pursuant to Article XIII offices not later than (a) 1:00 3:00 p.m. (Chicago New York time) at least three four Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in Dollars, request for a Competitive LIBOR Margin or (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 10:00 a.m. (Chicago New York time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction(or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Borrower and the Administrative Agent may agree); provided that Competitive Bid Quotes submitted by JPMorgan Chase Bank may only be submitted if the Administrative Agent or JPMorgan Chase Bank notifies the Borrower of the terms of the offer or offers contained therein no later than 30 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV and VIIIthe Borrower's compliance with all other conditions to disbursement herein, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit I-3 hereto and shall in any case specify: (a) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;, (b) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, (2) must be at least $5,000,000 and an Approved Multiple integral multiple of $1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were are requested;, (c) in the case of a Eurocurrency Auctionas applicable, the Competitive Bid LIBOR Margin offered for each such Competitive Bid Loan; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the and Absolute Rate offered for each such Competitive Bid Loan;, (fd) the applicable Interest Period; minimum amount, if any, of the Competitive Bid Loan which may be accepted by the Borrower, and (ge) the identity of the quoting Lender, provided that such Competitive Bid Loan may be funded by such Lender's Designated Lender as provided in Section 2.22(h), regardless of whether that is specified in the Competitive Bid Quote. (iii) The Borrower Administrative Agent shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" I-3 hereto or does not specify all of the information required by Section 2.3.3(ii2.22(c)(ii);, (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" I-3 hereto;, (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; , or (d) arrives after the time set forth in Section 2.3.3(i2.22(c)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.22(c)(iii), then the Borrower Administrative Agent shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.1(D) and must be submitted to the Borrower Administrative Agent by telecopy facsimile at its address offices specified in or pursuant to Article XIII XVII not later than (ax) 1:00 p.m. (Chicago time) at least three four (4) Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate AuctionAuction (or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Company and the Administrative Agent may agree); provided that Competitive Bid Quotes submitted by the Administrative Agent may only be submitted if the Administrative Agent notifies the Company of the terms of the offer or offers contained therein not later than 15 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV V and VIIIXI, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Company. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit N hereto and shall in any case specify: (a) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;, (b) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Revolving Loan Commitment of the quoting Lender, (2) must be an Approved Multiple at least $5,000,000 (and in integral multiples of $1,000,000 if in excess thereof), and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;, (c) in the case of a Eurocurrency Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan;, (d) the limitminimum amount, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender Loan which may be accepted by the Borrower;Company, (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan;, (f) the applicable Interest Period; and (g) the identity of the quoting Lender, and (g) the applicable Interest Period. (iii) The Borrower Administrative Agent shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" N hereto or does not specify all of the information required by Section 2.3.3(ii2.1(D)(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" N hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.3(i2.1(D)(i). ----------------- If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.1(D)(iii), then the Borrower Administrative Agent shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid QuotesQuotes (a) . (ia) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.05.4 and must be submitted to the Borrower Agent by telecopy at its address offices specified in or pursuant to Article XIII Section 9.01 not later than (ai) 1:00 p.m. 9:00 a.m. (Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (cii) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate AuctionAuction (or, in either case upon reasonable prior notice to the Lenders, such other time and date as the applicable Borrower and the Agent may agree); provided that Competitive Bid Quotes submitted by JPMCB may only be submitted if the Agent or JPMCB notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV Article 3 and VIIISection 6.03, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the applicable Borrower. (iib) Each Competitive Bid Quote shall be in substantially the form of Exhibit H hereto and shall in any case specify: (ai) the name of the applicable Borrower; (ii) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (biii) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, (2) must be at least $5,000,000 and an Approved Multiple and integral multiple of $1,000,000, (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested, and (4) may be subject to a maximum limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Lender may be accepted; (civ) in the case of a Eurocurrency Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (ev) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gvi) the identity of the quoting Lender. A Competitive Bid Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes. (iiic) The Borrower Agent shall reject any Competitive Bid Quote that: (ai) is not substantially in the form of Exhibit "D" H hereto or does not specify all of the information required by Section 2.3.3(ii2.05.4(b);, (bii) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" H hereto;, (ciii) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; , or (div) arrives after the time set forth in Section 2.3.3(i2.05.4(a). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.05.4(c), then the Borrower Agent shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, Bank may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (d) and must be submitted to the Borrower Administrative Agent by telecopy telex or facsimile at its address specified in or pursuant to Article XIII Section 9.01 not later than (ax) 1:00 p.m. 2:00 P.M. ---- (Chicago New York City time) at least three on the fourth Euro-Dollar Business Days prior to Day before the proposed Borrowing Datedate of Borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollars, or (by) 1:00 p.m. 9:30 A.M. (Chicago New York City time) at least five Business Days prior on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the proposed Borrowing DateBanks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes 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 Borrower of the terms of the offer or offers contained therein not later than (x) one hour before the deadline for the other Banks, in the case of a Eurocurrency LIBOR Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago time) on 15 minutes before the proposed Borrowing Datedeadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles IV 3 and VIII6, any - - Competitive Bid Quote so made shall not be irrevocablerevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be substantially in the form of Exhibit D hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;date of Borrowing, (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, than or less than or equal to the Commitment of the quoting LenderBank, (2x) must be an Approved Multiple and $5,000,000 or a larger multiple of $1,000,000, (3y) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;requested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Bank may be accepted, (cC) in the case of a Eurocurrency LIBOR Auction, the margin above or below the applicable London Interbank Offered Rate (the "Competitive Bid Margin Margin") offered for each such Competitive Bid Loan;, expressed as a percentage (specified to the nearest 1/10,000 of 1%) to be added to or subtracted from such base rate, (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eD) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000 of 1%) (the "Competitive Bid Absolute Rate Rate") offered for each such Competitive Bid Loan; (f) the applicable Interest Period; , and (gE) the identity of the quoting LenderBank. A Competitive Bid Quote may set forth up to five separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes. (iii) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (aA) is not substantially in the form of conformity with Exhibit "D" D hereto or does not specify all of the information required by Section 2.3.3(ii)subsection (d)(ii) above; (bB) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (dD) arrives after the time set forth in Section 2.3.3(isubsection (d)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes.. -------------------------------------------------- (i) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 SECTION 2.23(c) and must be submitted to the Borrower Administrative Agent by telex or telecopy at its address specified in or pursuant to Article XIII offices not later than (a) 1:00 2:00 p.m. (Chicago time) at least three four Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in Dollars, request for a Competitive LIBOR Margin or (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction(or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Borrower and the Administrative Agent may agree); PROVIDED that Competitive Bid Quotes submitted by First Chicago may only be submitted if the Administrative Agent or First Chicago notifies the Borrower of the terms of the offer or offers contained therein no later than 30 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV and VIIIthe Borrower's compliance with all other conditions to disbursement herein, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of EXHIBIT I-3 hereto and shall in any case specify: (a) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;, (b) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, (2) must be at least $5,000,000 and an Approved Multiple integral multiple of $1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were are requested;, (c) in the case of a Eurocurrency Auctionas applicable, the Competitive Bid LIBOR Margin offered for each such Competitive Bid Loan; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the and Absolute Rate offered for each such Competitive Bid Loan;, (fd) the applicable Interest Period; minimum amount, if any, of the Competitive Bid Loan which may be accepted by the Borrower, and (ge) the identity of the quoting Lender, provided that such Competitive Bid Loan may be funded by such Lender's Designated Lender as provided in Section 2.23(h), regardless of whether that is specified in the Competitive Bid Quote. (iii) The Borrower Administrative Agent shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" EXHIBIT I-3 hereto or does not specify all of the information required by Section 2.3.3(iiSECTION 2.23(c)(ii);, (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" EXHIBIT I-3 hereto;, (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; , or (d) arrives after the time set forth in Section 2.3.3(iSECTION 2.23(c)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iiiSECTION 2.23(c)(iii), then the Borrower Administrative Agent shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (d) and must be submitted to the Borrower Administrative Agent by telecopy at its address specified in telex or pursuant to Article XIII facsimile transmission not later than 10:00 A.M. (a) 1:00 p.m. (Chicago New York City time) at least three on the third (3rd) Business Days Day prior to the proposed Borrowing Date, date of borrowing (or such other time or date as the Borrowers and the Administrative Agent shall have mutually agreed and shall have notified the Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Person serving as the Administrative Agent (or any affiliate of the Person serving as the Administrative Agent) in the case capacity of a Eurocurrency Auction denominated in DollarsLender may be submitted, and may only be submitted, if the Person serving as the Administrative Agent or such affiliate notifies the Borrowers of the terms of the offer or offers contained therein not later than one-quarter (b1/4) 1:00 p.m. (Chicago time) at least five Business Days hour prior to the proposed Borrowing Date, in deadline for the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auctionother Lenders. Subject to Articles IV and VIII, any Any Competitive Bid Quote so made shall be irrevocable, except with the written consent of the Administrative Agent given on the instruction of the Borrowers. Competitive Bid Loans to be funded pursuant to a Competitive Bid Quote may, as provided in Section 11.3(e), be funded by a Lender's Designated Bank. A Lender making a Competitive Bid Quote may, but shall not be required to, specify in its Competitive Bid Quote whether the related Competitive Bid Loans are intended to be funded by such Lender's Designated Bank, as provided in Section 11.3(e). (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit 2.2(d)(ii) hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotesdate of borrowing; (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, than or less than or equal to the Commitment of the quoting Lender, (2x) must be an Approved Multiple and $5,000,000 or a larger multiple of $1,000,000 (3or, if the Revolving Credit Availability then is less than $5,000,000, such lesser amount), (y) may not exceed the principal amount of Competitive Bid Loans for which offers were requestedrequested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Lender may be accepted; (cC) in the case of a Eurocurrency Auction, margin above or below the Competitive Bid Margin applicable Eurodollar Rate (the "COMPETITIVE BID MARGIN") offered for each such Competitive Bid Loan; , expressed as a percentage (d) the limit, if any, as specified to the aggregate principal amount nearest 1/10,000th of the Competitive Bid Loans 1%) to be added to or subtracted from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate base rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gD) the identity of the quoting Lender. (iii) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (aA) is not substantially in the form of conformity with Exhibit "D" 2.2(d)(ii) hereto or does not specify all of the information required by Section 2.3.3(ii)subsection (d)(ii) above; (bB) contains qualifyingexcept as provided in subsection (d)(ii)(B)(z) above, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (dC) arrives after the time set forth in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practicalsubsection (d)(i) above.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (d) and must be submitted to the Borrower Administrative Agent by telecopy telex or facsimile transmission at its address offices specified in or pursuant to Article XIII Section 10.01 not later than (ax) 1:00 p.m. 9:30 A.M. (Chicago New York City time) at least three on the third Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollars, or (by) 1:00 p.m. 9:30 A.M. (Chicago New York City time) at least five Business Days on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to the proposed Borrowing Datedeadline for the other Lenders, in the case of a Eurocurrency LIBOR Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago time) on 15 minutes prior to the proposed Borrowing Datedeadline for the other Lenders, in the case of an Absolute Rate Auction. Subject to Articles IV 3 and VIII6, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the applicable Borrower. (ii) Each Competitive Bid Quote shall be substantially in the form of Exhibit D hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;date of Borrowing, (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, than or less than or equal to the Commitment of the quoting Lender, (2x) must be an Approved Multiple (1) in the case of a Dollar-Denominated Borrowing, $5,000,000 or a larger multiple of $1,000,000 and (32) in the case of an Alternative Currency Borrowing, $500,000 or an integral multiple of 500,000 units of the applicable Alternative Currency, (y) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;requested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Lender may be accepted, (cC) in the case of a Eurocurrency LIBOR Auction, the Competitive Bid Margin margin above or below the applicable London Interbank Offered Rate (the "COMPETITIVE BID MARGIN") offered for each such Competitive Bid Loan;, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate, (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eD) in the case of an Absolute Rate Auction, the Absolute Rate rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the "COMPETITIVE BID ABSOLUTE RATE") offered for each such Competitive Bid Loan; (f) the applicable Interest Period; , and (gE) the identity of the quoting Lender. A Competitive Bid Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes. (iii) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (aA) is not substantially in the form of conformity with Exhibit "D" D hereto or does not specify all of the information required by Section 2.3.3(ii)subsection (d)(ii) above; (bB) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (dD) arrives after the time set forth in Section 2.3.3(isubsection (d)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, Bank may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (d) and must be submitted to the Borrower Agent by telecopy telex or facsimile transmission at its address specified offices referred to in or pursuant to Article XIII Section 11.01 not later than (ax) 1:00 p.m. 2:00 P.M. (Chicago New York City time) at least three on the fourth Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollars, or (by) 1:00 p.m. 9:30 A.M. (Chicago New York City time) at least five Business Days on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall have mutually agreed and the Agent shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes 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 Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to the proposed Borrowing Datedeadline for the other Banks, in the case of a Eurocurrency LIBOR Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago time) on 15 minutes prior to the proposed Borrowing Datedeadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles IV 3 and VIII4, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit D hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;date of Borrowing, (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, than or less than or equal to the Commitment of the quoting LenderBank, (2x) must be an Approved Multiple and $5,000,000 or a larger multiple of $1,000,000 (3y) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;requested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Bank may be accepted, (cC) in the case of a Eurocurrency LIBOR Auction, the margin above or below the applicable London Interbank Offered Rate (the "Competitive Bid Margin Margin") offered for each such Competitive Bid Loan;, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate, (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eD) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the "Competitive Bid Absolute Rate Rate") offered for each such Competitive Bid Loan; (f) the applicable Interest Period; , and (gE) the identity of the quoting LenderBank. (iii) The Borrower shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" hereto or does not specify all of the information required by Section 2.3.3(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (ia) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.3.4 and must be submitted to the Borrower Agent by telecopy at its address offices specified in or pursuant to Article XIII not later than (ax) 1:00 p.m. 9:00 a.m. (Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Eurodollar Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction; provided that Competitive Bid Quotes submitted by First Chicago may only be submitted if the Agent or First Chicago notifies the Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Borrower. (iib) Each Competitive Bid Quote shall be in substantially the form of Exhibit "E" hereto and shall in any case specify: (ai) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (bii) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, (2) must be at least $2,000,000 and an Approved Multiple integral multiple of $500,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested; (ciii) in the case of a Eurocurrency Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan; (div) the limitminimum amount, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender Loan which may be accepted by the Borrower; (ev) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gvi) the identity of the quoting Lender. (iiic) The Borrower Agent shall reject any Competitive Bid Quote that: (ai) is not substantially in the form of Exhibit "DE" hereto or does not specify all of the information required by Section 2.3.3(ii2.3.4(b); (bii) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" heretoE"; (ciii) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (div) arrives after the time set forth in Section 2.3.3(i2.3.4(a). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.3.4(c), then the Borrower Agent shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Rate Quotes. (ia) Each Lender Bank may, in its sole discretionbut shall not have any obligation to, submit to the Borrower a Competitive Bid Rate Quote containing an offer one or more offers to make Competitive Bid Rate Loans in response to any Invitation invitation for Competitive Bid Rate Quotes. Each Competitive Bid Rate Quote must comply with the requirements of this Section 2.3.3 2.11 and must be submitted to the Borrower Administrative Agent by telecopy at its address specified in or pursuant to Article XIII not later than (ax) 1:00 p.m. (Chicago Hartford, Connecticut time) at least three on the third (3rd) Business Days Day prior to the proposed Borrowing Datedate of the Competitive Bid Rate Loan, in the case of a Eurocurrency Auction denominated in DollarsEurodollar Auction, or (by) 1:00 p.m. 10:30 a.m. (Chicago Hartford, Connecticut time) at least five Business Days prior to on the proposed Borrowing Datedate of the Competitive Bid Rate Loan, in the case of a Eurocurrency Auction denominated an Absolute Rate Auction; provided, however, that Competitive Bid Rate Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in an Alternative Currency the capacity of Bank may be submitted, and may only be submitted, if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein no later than (x) 12:00 noon (Hartford, Connecticut time) on the third (3rd) Business Day prior to the proposed date of the Competitive Bid Rate Loan, in the case of Eurodollar Auction, or (cy) 9:00 10:00 a.m. (Chicago Hartford, Connecticut time) on the proposed Borrowing Datedate of the Competitive Bid Rate Loan, in the case of an Absolute Rate Auction. Subject to Articles IV Sections 4, 10 and VIII11 hereof, any Competitive Bid Rate Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given pursuant to the written instructions of the Borrower. (iib) Each Competitive Bid Rate Quote shall be in any case substantially the form of Exhibit I attached hereto and shall specify: (ai) the proposed Borrowing Date, date of the Competitive Bid Rate Loan (which shall be correspond to the same as that set forth in date of the applicable Invitation for Competitive Bid QuotesRate Loan proposed by the Borrower); (bii) the principal amount of the Competitive Bid Rate Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, (2x) must be an Approved Multiple $10,000,000 or a larger multiple of $1,000,000 and (3y) may not exceed the principal amount of the Competitive Bid Rate Loans for which offers were requested; (ciii) in the case of a Eurocurrency Eurodollar Auction, the margin above or below the Eurodollar Rate (the "Competitive Bid Margin Rate Margin") offered for each such Competitive Bid Rate Loan, expressed as a percentage to be added to or subtracted from such Eurodollar Rate and rounded upward to the nearest one-hundredth of one percent (1/100%); (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eiv) in the case of an Absolute Rate Auction, the fixed rate of interest per annum (the "Competitive Bid Absolute Rate Rate") offered for each such Competitive Bid Rate Loan; (f) the applicable Interest Period; and (gv) the identity of the quoting LenderBank. (iiic) The Borrower shall reject any Any Competitive Bid Rate Quote thatmay be disregarded if it: (ai) is not substantially in the form of conformity with Exhibit "D" I attached hereto or does not specify all of the information required by Section 2.3.3(ii2.11.4(b); (bii) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (ciii) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid QuotesRate Quote Request; or (div) arrives is submitted to the Administrative Agent after the time set forth in Section 2.3.3(i2.11.4(a). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, Bank may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (d) and must be submitted to the Borrower Administrative Agent by telecopy telex or facsimile at its address specified in or pursuant to Article XIII Section 9.01 not later than (ax) 1:00 p.m. 2:00 P.M. (Chicago New York City time) at least three on the fourth Euro-Dollar Business Days prior to Day before the proposed Borrowing Datedate of Borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollars, or (by) 1:00 p.m. 9:30 A.M. (Chicago New York City time) at least five Business Days prior on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the proposed Borrowing DateBanks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes 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 Borrower of the terms of the offer or offers contained therein not later than (x) one hour before the deadline for the other Banks, in the case of a Eurocurrency LIBOR Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago time) on 15 minutes before the proposed Borrowing Datedeadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles IV 3 and VIII6, any Competitive Bid Quote so made shall not be irrevocablerevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be substantially in the form of Exhibit D hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;date of Borrowing, (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, than or less than or equal to the Commitment of the quoting LenderBank, (2x) must be an Approved Multiple and $5,000,000 or a larger multiple of $1,000,000, (3y) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;requested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Bank may be accepted, (cC) in the case of a Eurocurrency LIBOR Auction, the margin above or below the applicable London Interbank Offered Rate (the "Competitive Bid Margin Margin") offered for each such Competitive Bid Loan;, expressed as a percentage (specified to the nearest 1/10,000 of 1%) to be added to or subtracted from such base rate, (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eD) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000 of 1%) (the "Competitive Bid Absolute Rate Rate") offered for each such Competitive Bid Loan; (f) the applicable Interest Period; , and (gE) the identity of the quoting LenderBank. A Competitive Bid Quote may set forth up to five separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes. (iii) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (aA) is not substantially in the form of conformity with Exhibit "D" D hereto or does not specify all of the information required by Section 2.3.3(ii)subsection (d)(ii) above; (bB) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (dD) arrives after the time set forth in Section 2.3.3(isubsection (d) (i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Loan Quotes. (i) Each Lender maymay submit one or more Competitive Bid Loan Quotes, in its sole discretion, submit each containing an offer to the Borrower make a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans Loan in response to any Invitation for Competitive Bid QuotesLoan Quote Request. Each Competitive Bid Loan Quote must comply with the requirements of this Section 2.3.3 2.03(d) and must be submitted to the Borrower Administrative Agent by telecopy at its address specified in or pursuant to Article XIII Office not later than (ax) 1:00 p.m. (Chicago time) at least three 8:00 a.m., Los Angeles time on the third Business Days Day prior to the proposed Borrowing Datedate of borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollarsor (y) 7:00 a.m., (b) 1:00 p.m. (Chicago time) at least five Business Days prior to Los Angeles time on the proposed Borrowing Datedate of borrowing, in the case of a Eurocurrency Base Rate Auction, CD Rate Auction denominated or an Absolute Rate Auction (or, in either case upon reasonable notice to the Lenders, such other time and date as the Borrower and the Administrative Agent may agree); provided that any Competitive Bid Loan Quote submitted by the Administrative Agent (or an Alternative Currency Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent (or such Affiliate) notifies the Borrower of the terms of the offer or offers contained therein not later than (cx) 9:00 a.m. (Chicago time) 7:30 a.m., Los Angeles time on the third Business Day prior to the proposed Borrowing Datedate of borrowing, in the case of a LIBOR Auction or (y) 6:30 a.m., Los Angeles time on the proposed date of borrowing, in the case of a Base Rate Auction, CD Rate Auction or an Absolute Rate Auction. Subject to Articles IV Sections 2.14, 2.03(r) and VIII4.01 hereof, any Competitive Bid Loan Quote so made shall be irrevocable19 28 irrevocable except with the written consent of the Administrative Agent given on the written instructions of the Borrower. (ii) Each Competitive Bid Loan Quote shall be substantially in the form of Exhibit C hereto and shall in any case specify: : (aA) The proposed date of borrowing, the proposed Borrowing Date, which shall be currency and the same as that set forth in the applicable Invitation for Competitive Bid Quotes; Interest Period therefor; (bB) the The principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount shall be a Dollar Equivalent of at least $5,000,000 or a higher integral multiple of $1,000,000; provided that the aggregate principal amount of all Competitive Bid Loans for which a Lender submits Competitive Bid Loan Quotes (1x) may be greater than, less than or equal to the Commitment Revolving Credit Committed Amount of the quoting Lender, such Lender but (2) must be an Approved Multiple and (3y) may not exceed the principal amount of the Competitive Bid Loans Borrowing for which offers were requested; (c) requested in the case of a Eurocurrency Auction, the related Competitive Bid Margin offered for each such Competitive Bid Loan; Loan Quote Request; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (g) the identity of the quoting Lender. (iii) The Borrower shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" hereto or does not specify all of the information required by Section 2.3.3(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes.Loan Offers. ------------------------------------------------------ (i) Each Lender mayIf any Lender, in its sole discretion, submit elects to offer to make a Competitive Bid Loan to the Borrower as part of such proposed Competitive Bid Loan Borrowing at a rate of interest specified by such Lender in its sole discretion, it shall deliver to the Administrative Agent not later than (x) 11:00 a.m., New York City time, on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 a.m., New York City time, on the proposed date of Borrowing, in the case of an Absolute Rate Auction, a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote Loan Offer, which must comply with the requirements of this Section 2.3.3 clause, in the form of Exhibit K hereto; provided, that --------- -------- Competitive Bid Loan quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and must may only be submitted to submitted, if the Administrative Agent or such affiliate notifies the Borrower by telecopy at its address specified in of the terms of the offer or pursuant to Article XIII offers contained therein not later than (ax) 1:00 p.m. (Chicago 10:45 a.m., New York City time) at least three , on the fourth Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago 9:15 a.m., New York City time) , on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction. Subject to Articles IV V and VIII, any such ---------- ---- Competitive Bid Quote so made Loan Offer shall be irrevocable., and shall specify (ii) Each Competitive Bid Quote shall in any case specify: (aA) the proposed Borrowing Datedate of Borrowing, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;Loan Offers, (bB) the principal amount of the Competitive Bid Loan for which each such offer is being madeLender would be willing to make as part of such proposed Competitive Bid Loan Borrowing, which principal amount (1) may be greater than, less than or equal to such Lender's Percentage of the Commitment of the quoting LenderAmount, (2) must but which amount shall be an Approved Multiple and (3) may not exceed the in a minimum principal amount of Competitive Bid Loans for which offers were requested;$10,000,000 and in an integral multiple of $1,000,000, (cC) in the case of a Eurocurrency LIBOR Auction, the Competitive LIBO Rate Bid Margin offered for each such Competitive Bid Loan; (d) the limitMargin, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) and in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; therefor, and (gD) the identity of the quoting Lender. (iiiii) The Borrower shall reject any Any Competitive Bid Quote Loan Offer that: (aA) is not substantially in the form of Exhibit "D" K hereto or --------- does not specify all of the information required by Section 2.3.3(ii)in clause (c) of ---------- this Section; (bB) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (cC) proposes contains proposed terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid QuotesLoan Offers; or (dD) arrives after the time set forth in clause (c) of this Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then disregarded by the Borrower shall notify the relevant Lender of such rejection as soon as practicalAdministrative Agent.

Submission and Contents of Competitive. Bid Quotes. (ia) Each Revolving Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.8.4 and must be submitted to the Borrower Agent by telex or telecopy at its address offices specified in or pursuant to Article XIII not later than (ai) 1:00 p.m. 9:00 a.m. (Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Eurodollar Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (cii) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate AuctionAuction (or, in either case upon reasonable prior notice to the Revolving Lenders, such other time and date as the Borrower and the Agent may agree); provided that Competitive Bid Quotes submitted by First Chicago may only be submitted if the Agent or First Chicago notifies the Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Revolving Lenders. Subject to Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Borrower. (iib) Each Competitive Bid Quote shall in any case specify: (ai) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (bii) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1A) may be greater than, less than or equal to the Revolving Credit Commitment of the quoting Revolving Lender, (2B) must be at least $10,000,000 and an Approved Multiple integral multiple of $1,000,000, and (3C) may not exceed the principal amount of Competitive Bid Loans for which offers were requested; (ciii) in the case of a Eurocurrency Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan; (div) the limitminimum amount, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender Loan which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (g) the identity of the quoting Lender. (iii) The Borrower shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" hereto or does not specify all of the information required by Section 2.3.3(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.2(D) and must be submitted to the Borrower Administrative Agent by telecopy facsimile at its address offices specified in or pursuant to Article XIII XVII not later than (ax) 1:00 2:00 p.m. (Chicago New York time) at least three four (4) Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (cy) 9:00 10:00 a.m. (Chicago New York time) on the proposed Borrowing Date, in the case of an Absolute Rate AuctionAuction (or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Company and the Administrative Agent may agree); provided that Competitive Bid Quotes submitted by the Administrative Agent may only be submitted if the Administrative Agent notifies the Company of the terms of the offer or offers contained therein not later than 15 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV V and VIIIXI, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Company. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit L hereto and shall in any case specify: (a) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;, (b) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Revolving Loan Commitment of the quoting Lender, (2) must be an Approved Multiple at least $5,000,000 (and in integral multiples of $1,000,000 if in excess thereof), and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;, (c) in the case of a Eurocurrency Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan;, (d) the limitminimum amount, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender Loan which may be accepted by the Borrower;Company, (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan;, (f) the applicable Interest Period; and (g) the identity of the quoting Lender, and (g) the applicable Interest Period. (iii) The Borrower Administrative Agent shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" L hereto or does not specify all of the information required by Section 2.3.3(ii2.2(D)(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" L hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.3(i2.2(D)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.2(D)(iii), then the Borrower Administrative Agent shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes.. ------------------------------------------------- (i) Each Lender Bank may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.19(D) and must be submitted to the Borrower Agent by telecopy at its address offices specified in or pursuant to Article XIII XII not later than (a) 1:00 p.m. 10:30 a.m. (Chicago time) at least three (3) Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Eurodollar Auction denominated in Dollars, or (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 10:30 a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate AuctionAuction (or, in either case upon reasonable prior notice to the Banks, such other time and date as the Company and the Agent may agree); provided that Competitive Bid Quotes submitted by Bank One may only be submitted if the Agent or Bank One notifies the Company of the terms of the offer or offers contained therein not later than 15 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Banks. Subject to Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Company. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit G hereto and shall in any case specify: (a) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;, (b) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting LenderBank, (2) must be at least $500,000 and an Approved Multiple integral multiple of $100,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;, (c) in the case of a Eurocurrency Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan;, (d) the limitminimum amount, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender Loan which may be accepted by the Borrower;Company, (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan;, (f) the applicable Interest Period; maximum aggregate amount, if any, of Competitive Bid Loans offered by the quoting Bank which may be accepted by the Company, and (g) the identity of the quoting LenderBank. (iii) The Borrower Agent shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" G hereto or does not specify all of the information required by this Section 2.3.3(ii2.19(D)(ii);, (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" G hereto;, (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; , or (d) arrives after the time set forth in Section 2.3.3(i2.19(D)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.19(D)(iii), then the Borrower Agent shall notify the relevant Lender Bank of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes.. -------------------------------------------------- (i) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 SECTION 2.24(b) and must be submitted to the Borrower by telex or telecopy at its address specified in or pursuant to Article XIII offices not later than (a) 1:00 2:00 p.m. (Chicago time) at least three four Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in Dollars, request for a Competitive LIBOR Margin or (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction(or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Borrower and the Administrative Agent may agree). Subject to Articles IV and VIIIthe Borrower's compliance with all other conditions to disbursement herein, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of EXHIBIT J-2 hereto and shall in any case specify: (a) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;, (b) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, (2) must be at least $5,000,000 and an Approved Multiple integral multiple of $1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were are requested;, (c) in the case of a Eurocurrency Auctionas applicable, the Competitive Bid LIBOR Margin offered for each such Competitive Bid Loan; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the and Absolute Rate offered for each such Competitive Bid Loan;, (fd) the applicable Interest Period; minimum amount, if any, of the Competitive Bid Loan which may be accepted by the Borrower, and (ge) the identity of the quoting Lender, provided that such Competitive Bid Loan may be funded by such Lender's Designated Lender as provided in SECTION 2.24(e), regardless of whether that is specified in the Competitive Bid Quote. (iii) The Borrower shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" J-2 hereto or does not specify all of the information required by Section 2.3.3(iiSECTION 2.24(b)(ii);, (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" EXHIBIT J-2 hereto;, (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; , or (d) arrives after the time set forth in Section 2.3.3(iSECTION 2.24(b)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iiiSECTION 2.24(b)(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender Bank may, in its sole discretionbut shall be under no obligation to, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans to the Company or, solely in the case of Hasbro SA Loans, Hasbro SA in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (d) and must be submitted to the Borrower Agent by telecopy at its address specified in or pursuant to Article XIII facsimile not later than 10:00 a.m. (a) 1:00 p.m. (Chicago Boston time) at least three Business Days prior to on the proposed Borrowing Date, requested Drawdown Date (except in the case of a Eurocurrency Auction denominated in DollarsHasbro SA Loans, (b) 1:00 p.m. (Chicago time) at least five Business Days which Competitive Bid Quote must be submitted not later than the day prior to the proposed Borrowing Drawdown Date), provided, that Competitive Bid Quotes may be made by the Agent in its capacity as a Bank only if it notifies the Company or, solely in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 Hasbro SA Loans, Hasbro SA of the terms of its Competitive Bid Quote no later than 9:45 a.m. (Chicago Boston time) on the proposed Borrowing Date, requested Drawdown Date (except in the case of an Absolute Rate AuctionHasbro SA Loans, which notice shall be made not later than the day prior to the requested Drawdown Date). Subject to Articles IV the provisions of sections 12 and VIII13 hereof, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Company or, solely in the case of Hasbro SA Loans, Hasbro SA. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit B-4 hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotesrequested Drawdown Date and Interest Periods; (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, less than or equal to the Commitment of the quoting LenderBank but may not exceed the Total Commitment, (2x) must be an Approved Multiple and $5,000,000 or a larger multiple of $1,000,000, (3y) may not exceed the aggregate principal amount of Competitive Bid Loans for which offers were requested, and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Bank may be accepted; (cC) in the case rate of a Eurocurrency Auction, interest per annum (rounded to the nearest 1/1000th of 1%) (the "Competitive Bid Margin Rate") offered for each such Competitive Bid Loan; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gD) the identity of the quoting LenderBank. A Competitive Bid Quote may include up to five (5) separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes. (iii) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (aA) is not substantially in the form of Exhibit "D" B-4 hereto or does not specify all of the information required by Section 2.3.3(iisubsection (d)(ii); (bB) contains qualifying, conditional or similar languagelanguage (except that it may, other in the case of a quote relating to more than any such language contained one Interest Period, contain the condition described in Exhibit "D" heretosubsection (d)(ii)(B)); (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (dD) arrives after the time set forth in Section 2.3.3(isubsection (d)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (ia) Each Lender Applicable Bank may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.3.4 and must be submitted to the Borrower Administrative Agent by telecopy at its address specified in or pursuant to Article XIII the Administrative Agent's Office not later than (a) 1:00 p.m. 9:00 a.m. (Chicago San Francisco time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Eurodollar Auction denominated in Dollars, or (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 a.m. (Chicago San Francisco time) on the proposed Borrowing Date, in the case of an Absolute Rate AuctionAuction (or, in either case upon reasonable prior notice to the Applicable Banks, such other time and date as the Borrower and the Administrative Agent may agree); provided that Competitive Bid Quotes submitted by Bank of America may only be submitted if Bank of America notifies the Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Applicable Banks. Subject to Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (iib) Each Competitive Bid Quote shall be in substantially the form of Exhibit E hereto and shall in any case specify: : (ai) whether the Competitive Bid Quote applies to a proposed Competitive Facility A Bid Loan or a proposed Competitive Facility B Bid Loan; (ii) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; , (biii) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Facility A Commitment or the Facility B Commitment, as the case may be, of the quoting LenderBank, (2) must be at least $5,000,000 and an Approved Multiple integral multiple of $1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested; , (civ) in the case of a Eurocurrency Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan; , (dv) the limitminimum or maximum amount, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender Loan which may be accepted by the Borrower; , (evi) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; , and (f) the applicable Interest Period; and (gvii) the identity of the quoting LenderBank. (iiic) The Borrower Administrative Agent shall reject any Competitive Bid Quote that: : (ai) is not substantially in the form of Exhibit "D" E hereto or does not specify all of the information required by Section 2.3.3(ii2.3.4(b); ; (bii) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" E hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.23

Submission and Contents of Competitive. Bid Quotes. (i) 1. Each Lender may, in its sole discretion, Bank may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (d) and must be submitted to the Borrower by telecopy at its address specified in or pursuant to Article XIII Administrative Agent’s Office not later than (ax) 1:00 2:00 p.m. (Chicago Chicago, Illinois time) at least three on the fourth Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurocurrency Term SOFR Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (cy) 9:00 9:30 a.m. (Chicago Chicago, Illinois time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction or a Daily Simple SOFR Auction (or, in any case, such other time or date as the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first Term SOFR Auction, Daily Simple SOFR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Bank serving as the Administrative Agent (or any affiliate of the Bank serving as the Administrative Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Bank serving as the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to the deadline for the other Banks, in the case of a Term SOFR Auction or (y) 15 minutes prior to the deadline for the other Banks, in the case of an Absolute Rate Auction or Daily Simple SOFR Auction. Subject to Articles IV III and VIIIVI, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. Such Competitive Bid Loans may be funded by such Bank’s Designated Lender (if any) as provided in Section 9.6(d), however, such Bank shall not be required to specify in its Competitive Bid Quote whether such Competitive Bid Loans will be funded by such Designated Lender. (ii) 2. Each Competitive Bid Quote shall be in substantially the form of Exhibit D hereto and shall in any case specify: (ai) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;date of Borrowing, (bii) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, than or less than or equal to the Commitment of the quoting LenderBank, (2x) must be an Approved Multiple and $3,000,000 or a larger multiple of $100,000, (3y) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;requested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Bank may be accepted, (ciii) in the case of a Eurocurrency Term SOFR Auction or a Daily Simple SOFR Auction, the margin above or below Term SOFR for the applicable Interest Period or Daily Simple SOFR, as applicable (the “Competitive Bid Margin Margin”) offered for each such Competitive Bid Loan;, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate, (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eiv) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Competitive Bid Absolute Rate Rate”) offered for each such Competitive Bid Loan; (f) the applicable Interest Period; , and (gv) the identity of the quoting Lender. (iii) The Borrower shall reject any Bank. A Competitive Bid Quote thatmay set forth up to five separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes. 3. Any Competitive Bid Quote shall be disregarded if it: (ai) is not substantially in the form of conformity with Exhibit "D" D hereto or does not specify all of the information required by Section 2.3.3(ii)subsection (d)(2) above; (bii) contains qualifying, conditional or similar language, other than any such language contained (except for an aggregate limitation as provided in Exhibit "D" heretosubsection (d)(2)(ii) above); (ciii) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid QuotesQuotes (except for an aggregate limitation as provided in subsection (d)(2)(ii) above); or (div) arrives after the time set forth in Section 2.3.3(isubsection (d)(1). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Loan Quotes. (i) Each Lender maymay submit one or more Competitive Bid Loan Quotes, in its sole discretion, submit each containing an offer to the Borrower make a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans Loan in response to any Invitation for Competitive Bid QuotesLoan Quote Request; provided, if the Parent’s request under Section 3.02(a) hereof specifies more than one Interest Period, such Lender may make a single submission containing one or more Competitive Bid Loan Quotes for each such Interest Period. Each Competitive Bid Loan Quote must comply with the requirements of this Section 2.3.3 3.02(c) and must be submitted to the Borrower Administrative Agent by telecopy facsimile transmission at its address specified in or pursuant to Article XIII Office not later than (ax) 1:00 p.m. (Chicago time) at least three 10:00 a.m. New York time on the third Business Days Day prior to the proposed Borrowing Datedate of borrowing, in the case of a Eurocurrency LIBOR Auction denominated or (y) 10:00 a.m. New York time on the proposed date of borrowing, in Dollarsthe case of an Absolute Rate Auction (or, in either case upon reasonable notice to the Lenders, such other time and date as the Parent and the Administrative Agent may agree in writing); provided that any Competitive Bid Loan Quote submitted by the Administrative Agent (bor an Affiliate of the Administrative Agent) 1:00 p.m. in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent (Chicago timeor such Affiliate) at least five notifies the Parent of the terms of the offer or offers contained therein not later than (x) 9:30 a.m. New York time on the third Business Days Day prior to the proposed Borrowing Datedate of borrowing, in the case of a Eurocurrency LIBOR Auction denominated in an Alternative Currency or (cy) 9:00 9:30 a.m. (Chicago time) New York time on the proposed Borrowing Datedate of borrowing, in the case of an Absolute Rate Auction. Subject to Articles IV Sections 4.07 and VIII6.01 hereof, any Competitive Bid Loan Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the written instructions of the Parent. (ii) Each Competitive Bid Loan Quote shall be substantially in the form of Exhibit D hereto and shall in any case specify: (aA) the proposed Borrowing Datedate of borrowing, which shall be the same as that set forth in proposed currency and the applicable Invitation for Competitive Bid QuotesInterest Period therefor; (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount shall be a Dollar Equivalent Amount of at least $5,000,000 or a higher integral multiple of $1,000,000 (1but only to the extent practical in the case of Competitive Bid Loans denominated in a currency other than Dollars); provided, the aggregate principal amount of all Competitive Bid Loans for which a Lender submits Competitive Bid Loan Quotes (x) may be greater than, less than or equal to the Commitment Revolving Credit Committed Amount of the quoting Lender, such Lender but (2) must be an Approved Multiple and (3y) may not exceed the principal amount of the Competitive Bid Loans Borrowing for which offers were requestedrequested in the related Competitive Bid Loan Quote Request; (cC) in the case of a Eurocurrency LIBOR Auction, the Competitive Bid Margin margin above (or, if a negative margin is offered, below) the applicable LIBO-Rate (the “LIBOR-based Margin”) offered for each such Competitive Bid Loan, expressed as a percentage (rounded upwards, if necessary, to the nearest 1/10,000th of 1%) to be added to the applicable LIBO-Rate; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eD) in the case of an Absolute Rate Auction, the rate of interest per annum, calculated on the basis of a 360-day year (rounded upwards, if necessary, to the nearest 1/10,000th of 1%) (the “Absolute Rate Rate”) offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gE) the identity of the quoting Lender. (iii) The Borrower shall reject any No Competitive Bid Loan Quote that: (a) is not substantially in the form of Exhibit "D" hereto or does not specify all of the information required by Section 2.3.3(ii); (b) contains shall contain qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (c) proposes or propose terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or Loan Quote Request and, in particular, no Competitive Bid Loan Quote may be conditioned upon acceptance by the Parent of all (dor some specified minimum) of the principal amount of the Competitive Bid Loan for which such Competitive Bid Loan Quote is being made, and the Administrative Agent shall disregard any Competitive Bid Loan Quote that contains such language or terms or conditions or that arrives at the Administrative Agent’s Office after the time set forth for submission of Competitive Bid Loan Quotes in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical3.02(c)(i) hereof.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, Bank may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.03(d) and must be submitted to the Borrower Agent by telecopy telex or facsimile transmission at its address offices specified in or pursuant to Article XIII Section 9.02 not later than (ax) 1:00 p.m. 2:00 P.M. (Chicago New York City time) at least three on the fourth Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollars, or (by) 1:00 p.m. 9:30 A.M. (Chicago New York City time) at least five Business Days on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Borrower and the Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes 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 Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to the proposed Borrowing Datedeadline for the other Banks, in the case of a Eurocurrency LIBOR Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago time) on 15 minutes prior to the proposed Borrowing Datedeadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles IV 3 and VIII6, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit D hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;date of Borrowing, (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, than or less than or equal to the Commitment of the quoting LenderBank, (2x) must be an Approved Multiple and $5,000,000 or a larger multiple of $1,000,000, (3y) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;requested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Bank may be accepted, (cC) in the case of a Eurocurrency LIBOR Auction, the Competitive Bid Margin margin above or below the applicable London Interbank Offered Rate (the "COMPETITIVE BID MARGIN") offered for each such Competitive Bid Loan;, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate, (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eD) in the case of an Absolute Rate Auction, the Absolute Rate rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the "COMPETITIVE BID ABSOLUTE RATE") offered for each such Competitive Bid Loan; (f) the applicable Interest Period; , and (gE) the identity of the quoting LenderBank. A Competitive Bid Quote may set forth up to five separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes. (iii) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (aA) is not substantially in the form of conformity with Exhibit "D" D hereto or does not specify all of the information required by Section 2.3.3(ii)subsection (d)(ii) above; (bB) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (dD) arrives after the time set forth in Section 2.3.3(isubsection (d)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (ia) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.3.4 and must be submitted to the Borrower Agent by telecopy at its address offices specified in or pursuant to Article XIII not later than (ax) 1:00 p.m. 9:00 a.m. (Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Eurodollar Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction; provided that Competitive Bid Quotes submitted by First Chicago may only be submitted if the Agent or First Chicago notifies the Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Borrower. (iib) Each Competitive Bid Quote shall be in substantially the form of Exhibit "E" hereto and shall in any case specify: (ai) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (bii) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, (2) must be at least $2,000,000 and an Approved Multiple integral multiple of $500,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested; (ciii) in the case of a Eurocurrency Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan; (div) the limitminimum amount, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender Loan which may be accepted by the Borrower; (ev) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gvi) the identity of the quoting Lender. (iiic) The Borrower Agent shall reject any Competitive Bid Quote that: (ai) is not substantially in the form of Exhibit "DE" hereto or does not specify all of the information required by Section 2.3.3(ii2.3.4(b); (bii) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" heretoE"; (ciii) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (div) arrives after the time set forth in Section 2.3.3(i2.3.4(a). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, Bank may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (d) and must be submitted to the Borrower Agent by telecopy telex or facsimile transmission at its address offices specified in or pursuant to Article XIII Section 9.01 not later than (ax) 1:00 p.m. 2:00 P.M. (Chicago New York City time) at least three on the fourth Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollars, or (by) 1:00 p.m. 9:30 A.M. (Chicago New York City time) at least five Business Days on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes 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 (x) one hour prior to the proposed Borrowing Datedeadline for the other Banks, in the case of a Eurocurrency LIBOR Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago time) on 15 minutes prior to the proposed Borrowing Datedeadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles IV 3 and VIII6, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Company. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit D hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;date of Borrowing, (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, (2) must be an Approved Multiple and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested; (c) in the case of a Eurocurrency Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (g) the identity of the quoting Lender. (iii) The Borrower shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" hereto or does not specify all of the information required by Section 2.3.3(iiw); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid QuotesBID LOAN QUOTES. (i) Each Lender maymay submit one or more Competitive Bid Loan Quotes, in its sole discretion, submit each containing an offer to the Borrower make a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans Loan in response to any Invitation for Competitive Bid QuotesLoan Quote Request. Each Competitive Bid Loan Quote must comply with the requirements of this Section 2.3.3 2.03(d) and must be submitted to the Borrower Administrative Agent by telecopy at its address specified in or pursuant to Article XIII Office not later than (ax) 1:00 p.m. (Chicago time) at least three 8:00 a.m., Los Angeles time on the third Business Days Day prior to the proposed Borrowing Datedate of borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollarsor (y) 7:00 a.m., (b) 1:00 p.m. (Chicago time) at least five Business Days prior to Los Angeles time on the proposed Borrowing Datedate of borrowing, in the case of a Eurocurrency Base Rate Auction, CD Rate Auction denominated or an Absolute Rate Auction (or, in either case upon reasonable notice to the Lenders, such other time and date as the Company and the Administrative Agent may agree); PROVIDED that any Competitive Bid Loan Quote submitted by the Administrative Agent (or an Alternative Currency Affiliate of the Administrative Agent) in the capacity of a 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 (cx) 9:00 a.m. (Chicago time) 7:30 a.m., Los Angeles time on the third Business Day prior to the proposed Borrowing Datedate of borrowing, in the case of a LIBOR Auction or (y) 6:30 a.m., Los Angeles time on the proposed date of borrowing, in the case of a Base Rate Auction, CD Rate Auction or an Absolute Rate Auction. Subject to Articles IV Sections 2.14, 2.03(r) and VIII4.01 hereof, any Competitive Bid Loan Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the written instructions of the Company. (ii) Each Competitive Bid Loan Quote shall be substantially in the form of Exhibit C hereto and shall in any case specify: (aA) The proposed date of borrowing, the proposed Borrowing Date, which shall be currency and the same as that set forth in the applicable Invitation for Competitive Bid QuotesInterest Period therefor; (bB) the The principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount shall be a Dollar Equivalent of at least $5,000,000 or a higher integral multiple of $1,000,000; PROVIDED that the aggregate principal amount of all Competitive Bid Loans for which a Lender submits Competitive Bid Loan Quotes (1x) may be greater than, less than or equal to the Commitment Revolving Credit Committed Amount of the quoting Lender, such Lender but (2) must be an Approved Multiple and (3y) may not exceed the principal amount of the Competitive Bid Loans Borrowing for which offers were requestedrequested in the related Competitive Bid Loan Quote Request; (cC) in In the case of a Eurocurrency LIBOR Auction, the Competitive Bid Margin margin above (or, if a negative margin is offered, below) the applicable LIBOR Rate (the "LIBOR-BASED MARGIN") offered for each such Competitive Bid Loan, expressed as a percentage (rounded upwards, if necessary, to the nearest 1/10,000th of 1%) to be added to the applicable LIBOR Rate; (dD) In the case of a CD Rate Auction, the margin above (or, if a negative margin is offered, below) the limitapplicable CD Rate (the "CD RATE MARGIN") offered for each such Competitive Bid Loan expressed as a percentage (rounded upward, if anynecessary, as to the aggregate principal amount nearest 1/10,000th of 1%) to be added to the Competitive Bid Loans from such Lender which may be accepted by the Borrowerapplicable CD Rate; (eE) in In the case of a Base Rate Auction, the margin above (or, if a negative margin is offered, below) the applicable Base Rate (the "BASE RATE MARGIN") offered for each such Competitive Bid Loan, expressed as a percentage (rounded upward, if necessary, to the nearest 1/10,000th of 1%) to be added to the applicable Base Rate; (F) In the case of an Absolute Rate Auction, the Absolute Rate rate of interest per annum, calculated on the basis of a 360-day year (rounded upwards, if necessary, to the nearest 1/10,000th of 1%) (the "ABSOLUTE RATE") offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gG) the The identity of the quoting Lender. (iii) The Borrower shall reject any No Competitive Bid Loan Quote that: (a) is not substantially in the form of Exhibit "D" hereto or does not specify all of the information required by Section 2.3.3(ii); (b) contains shall contain qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (c) proposes or propose terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or Loan Quote Request and, in particular, no Competitive Bid Loan Quote may be conditioned upon acceptance by the Company of all (dor some specified minimum) of the principal amount of the Competitive Bid Loan for which such Competitive Bid Loan Quote is being made, and the Administrative Agent shall disregard any Competitive Bid Loan Quote that contains such language or terms or conditions or that arrives at the Administrative Agent's Office after the time set forth for submission of Competitive Bid Loan Quotes in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical2.03(d)(i) hereof.

Submission and Contents of Competitive. Bid Loan Quotes. (i) Each Lender maymay submit one or more Competitive Bid Loan Quotes, in its sole discretion, submit each containing an offer to the Borrower make a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans Loan in response to any Invitation for Competitive Bid QuotesLoan Quote Request; provided that, if the Borrower's request under Section 2.03(b) hereof specifies more than one Interest Period, such Lender may make a single submission containing one or more Competitive Bid Loan Quotes for each such Interest Period. Each Competitive Bid Loan Quote must comply with the requirements of this Section 2.3.3 2.03(d) and must be submitted to the Borrower Funding Agent by telex or telecopy at its address specified in or pursuant to Article XIII Office not later than (ax) 1:00 p.m. (Chicago time) at least three 11:00 a.m. Pittsburgh time on the third Business Days Day prior to the proposed Borrowing Datedate of borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollars, or (by) 1:00 p.m. (Chicago time) at least five Business Days prior to 10:00 a.m. Pittsburgh time on the proposed Borrowing Datedate of borrowing, in the case of a Eurocurrency Base Rate Auction, CD Rate Auction denominated or an Absolute Rate Auction (or, in either case upon reasonable notice to the Lenders, such other time and date as the Borrower and the Funding Agent may agree); provided that any Competitive Bid Loan Quote submitted by the Funding Agent (or an Alternative Currency Affiliate of the Funding Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Funding Agent (or such Affiliate) notifies the Borrower of the terms of the offer or offers contained therein not later than (cx) 9:00 10:30 a.m. (Chicago time) Pittsburgh time on the third Business Day prior to the proposed Borrowing Datedate of borrowing, in the case of a LIBOR Auction or (y) 9:30 a.m. Pittsburgh time on the proposed date of borrowing, in the case of a Base Rate Auction, CD Rate Auction or an Absolute Rate Auction. Subject to Articles IV Sections 2.13, 2.03(r) and VIII4.01 hereof, any Competitive Bid Loan Quote so made shall be irrevocableirrevocable except with the written consent of the Funding Agent given on the written instructions of the Borrower. (ii) Each Competitive Bid Loan Quote shall be substantially in the form of Exhibit C hereto and shall in any case specify: (aA) The proposed date of borrowing, the proposed Borrowing Date, which shall be currency and the same as that set forth in the applicable Invitation for Competitive Bid QuotesInterest Period therefor; (bB) the The principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount shall be a Dollar Equivalent Amount of at least $5,000,000 or a higher integral multiple of $1,000,000; provided that the aggregate principal amount of all Competitive Bid Loans for which a Lender submits Competitive Bid Loan Quotes (1x) may be greater than, less than or equal to the Commitment Revolving Credit Committed Amount of the quoting Lender, such Lender but (2) must be an Approved Multiple and (3y) may not exceed the principal amount of the Competitive Bid Loans Borrowing for which offers were requestedrequested in the related Competitive Bid Loan Quote Request; (cC) in In the case of a Eurocurrency LIBOR Auction, the Competitive Bid Margin margin above (or, if a negative margin is offered, below) the applicable LIBO-Rate (the "LIBOR-based Margin") offered for each such Competitive Bid Loan, expressed as a percentage (rounded upwards, if necessary, to the nearest 1/10,000th of 1%) to be added to the applicable LIBO-Rate; (dD) In the case of a CD Rate Auction, the margin above (or, if a negative margin is offered, below) the limitapplicable CD Rate (the "CD Rate Margin") offered for each such Competitive Bid Loan expressed as a percentage (rounded upward, if anynecessary, as to the aggregate principal amount nearest 1/10,000th of 1%) to be added to the Competitive Bid Loans from such Lender which may be accepted by the Borrowerapplicable CD Rate; (eE) in In the case of a Base Rate Auction, the margin above (or, if a negative margin is offered, below) the applicable Base Rate (the "Base Rate Margin") offered for each such Competitive Bid Loan, expressed as a percentage (rounded upward, if necessary, to the nearest 1/10,000th of 1%) to be added to the applicable Base Rate; (F) In the case of an Absolute Rate Auction, the rate of interest per annum, calculated on the basis of a 360-day year (rounded upwards, if necessary, to the nearest 1/10,000th of 1%) (the "Absolute Rate Rate") offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gG) the The identity of the quoting Lender. (iii) The Borrower shall reject any No Competitive Bid Loan Quote that: (a) is not substantially in the form of Exhibit "D" hereto or does not specify all of the information required by Section 2.3.3(ii); (b) contains shall contain qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (c) proposes or propose terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or Loan Quote Request and, in particular, no Competitive Bid Loan Quote may be conditioned upon acceptance by the Borrower of all (dor some specified minimum) arrives after of the time set forth in Section 2.3.3(i). If principal amount of the Competitive Bid Loan for which such Competitive Bid Loan Quote is being made, and the Funding Agent shall disregard any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.Loan

Submission and Contents of Competitive. Bid Quotes. (ia) Each Lender may, in its sole discretionbut shall be under no obligation to, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid QuotesQuote Request. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 ss.2A.5 and must be submitted to the Borrower Administrative Agent by telecopy telex or facsimile transmission at its address offices as specified in or pursuant to Article XIII ss.19 not later than (ai) 1:00 2:00 p.m. (Chicago New York City time) at least three on the fourth LIBOR Business Days Day prior to the proposed Borrowing Drawdown Date, in the case of a Eurocurrency Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency LIBOR Competitive Bid Loan or (cii) 9:00 10:00 a.m. (Chicago New York City time) on the proposed Borrowing Drawdown Date, in the case of an Absolute Rate AuctionCompetitive Bid Loan, provided that Competitive Bid Quotes may be submitted by the Administrative Agent in its capacity as a Lender only if it submits its Competitive Bid Quote to the Borrower not later than (x) one hour prior to the deadline for the other Lenders, in the case of a LIBOR Competitive Bid Loan or (y) 15 minutes prior to the deadline for the other Lenders, in the case of an Absolute Competitive Bid Loan. Subject to Articles IV the provisions of ss.ss.10 and VIII11 hereof, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (iib) Each Competitive Bid Quote shall be in substantially the form of Exhibit J hereto and shall in any case specify: (ai) the proposed Borrowing Drawdown Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (bii) the principal amount of the Competitive Bid Loan for which each such offer proposal is being made, which principal amount (1w) may be greater than, than or less than or equal to the Commitment of the quoting Lender, (2x) must be an Approved Multiple and $1,000,000 or a larger multiple of $500,000, (3y) may not exceed the aggregate principal amount of Competitive Bid Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers were requestedbeing made by such quoting Lender may be accepted; (ciii) the Interest Periods for which Competitive Bid Quotes are being submitted; 407 (iv) in the case of a Eurocurrency AuctionLIBOR Competitive Bid Loan, the margin above or below the applicable LIBOR Rate (the "Competitive Bid Margin Margin") offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such LIBOR Rate; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (ev) in the case of an Absolute Rate AuctionCompetitive Bid Loan, the Absolute Rate rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the "Competitive Bid Rate") offered for each such Absolute Competitive Bid Loan; (f) the applicable Interest Period; and (gvi) the identity of the quoting Lender. A Competitive Bid Quote may include up to five (5) separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes. (iiic) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (ai) is not substantially in the form of Exhibit "D" hereto or does not specify all of the information required by Section 2.3.3(ii)J hereto; (bii) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (ciii) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (div) arrives after the time set forth in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practicalss.2A.5(a) hereof.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.22(c) and must be submitted to the Borrower Administrative Agent by telecopy at its address specified in or pursuant to Article XIII offices not later than (a) 1:00 3:00 p.m. (Chicago New York time) at least three four (4) Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in Dollars, request for a Competitive LIBOR Margin or (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 10:00 a.m. (Chicago New York time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction(or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Borrower and the Administrative Agent may agree); provided that Competitive Bid Quotes submitted by JPMorgan Chase Bank may only be submitted if the Administrative Agent or JPMorgan Chase Bank notifies the Borrower of the terms of the offer or offers contained therein no later than 30 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV and VIIIthe Borrower’s compliance with all other conditions to disbursement herein, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit I-3 hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;, (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Revolving Commitment of the quoting Lender, (2) must be at least $5,000,000 and an Approved Multiple integral multiple of $1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were are requested;, (cC) in the case of a Eurocurrency Auctionas applicable, the Competitive Bid LIBOR Margin offered for each such Competitive Bid Loan; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the and Absolute Rate offered for each such Competitive Bid Loan;, (fD) the applicable Interest Period; minimum amount, if any, of the Competitive Bid Loan which may be accepted by the Borrower, and (gE) the identity of the quoting Lender, provided that such Competitive Bid Loan may be funded by such Lender’s Designated Lender as provided in Section 2.22(h), regardless of whether that is specified in the Competitive Bid Quote. (iii) The Borrower Administrative Agent shall reject any Competitive Bid Quote that: (aA) is not substantially in the form of Exhibit "D" I-3 hereto or does not specify all of the information required by Section 2.3.3(ii2.22(c)(ii);, (bB) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" I-3 hereto;, (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; , or (dD) arrives after the time set forth in Section 2.3.3(i2.22(c)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.22(c)(iii), then the Borrower Administrative Agent shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (d) and must be submitted to the Borrower Administrative Agent by telecopy at its address specified in telex or pursuant to Article XIII facsimile transmission not later than 9:30 A.M. (a) 1:00 p.m. (Chicago New York City time) at least three on the third (3rd) Business Days Day prior to the proposed date of Borrowing Date, (or such other time or date as the Borrower and the Administrative Agent shall have mutually agreed and shall have notified the Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Person serving as the Administrative Agent (or any affiliate of the Person serving as the Administrative Agent) in the case capacity of a Eurocurrency Auction denominated in DollarsLender may be submitted, and may only be submitted, if the Person serving as the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than one-quarter (b1/4) 1:00 p.m. (Chicago time) at least five Business Days hour prior to the proposed Borrowing Date, in deadline for the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auctionother Lenders. Subject to Articles IV and VIII, any Any Competitive Bid Quote so made shall be irrevocable. Competitive Bid Loans to be funded pursuant to a Competitive Bid Quote may, as provided in Section 14.1(f), be funded by a Lender's Designated Bank. A Lender making a Competitive Bid Quote may, but shall not be required to, specify in its Competitive Bid Quote whether the related Competitive Bid Loans are intended to be funded by such Lender's Designated Bank, as provided in Section 14.1(f). (ii) Each Competitive Bid Quote shall be in substantially the form of EXHIBIT J hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotesdate of Borrowing; (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, than or less than or equal to the Revolving Credit Commitment of the quoting Lender, (2x) must be an Approved Multiple and $5,000,000 or a larger multiple of $1,000,000 (3or, if the Revolving Credit Availability then is less than $5,000,000, such lesser amount), (y) may not exceed the principal amount of Competitive Bid Loans for which offers were requestedrequested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Lender may be accepted; (cC) in the case of a Eurocurrency Auction, margin above or below the Competitive Bid Margin applicable Eurodollar Rate (the "COMPETITIVE BID MARGIN") offered for each such Competitive Bid Loan; , expressed as a percentage (d) the limit, if any, as specified to the aggregate principal amount nearest 1/10,000th of the Competitive Bid Loans 1%) to be added to or subtracted from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate base rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gD) the identity of the quoting Lender. (iii) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (aA) is not substantially in the form of Exhibit "D" conformity with EXHIBIT J hereto or does not specify all of the information required by Section 2.3.3(ii)subsection (d)(ii) above; (bB) contains qualifyingexcept as provided in subsection (d)(ii)(B)(z) above, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (dC) arrives after the time set forth in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practicalsubsection (d)(i) above.

Submission and Contents of Competitive. Bid Quotes.. -------------------------------------------------- (i1) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.16(d) and must be submitted to the Borrower Administrative Agent by telex or telecopy at its address specified in or pursuant to Article XIII offices not later than (a) 1:00 2:00 p.m. (Chicago time) at least three four Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in Dollars, request for a Competitive LIBOR Margin or (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction(or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Borrower and the Administrative Agent may agree); provided that Competitive Bid Quotes submitted by First Chicago may only be submitted if the Administrative Agent or First Chicago notifies the Borrower of the terms of the Offer or Offers contained therein no later than 30 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV and VIIIthe Borrower's compliance with all other conditions to disbursement herein, any Competitive Bid Quote of a Lender so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (ii2) Each Competitive Bid Quote shall be in substantially the form of Exhibit C-3 hereto and shall in any case specify: (a1) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;, (b2) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1x) may be greater than, less than or equal to the Commitment of the quoting Lender, (2y) must be at least $5,000,000 and an Approved Multiple integral multiple of $1,000,000, and (3z) may not exceed the principal amount of Competitive Bid Loans for which offers were are requested;, (c3) in the case of a Eurocurrency Auctionas applicable, the Competitive Bid LIBOR Margin offered for each such Competitive Bid Loan; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the and Absolute Rate offered for each such Competitive Bid Loan;, (f4) the applicable Interest Period; andminimum amount, if any, of the Competitive Bid Loan which may be accepted by the Borrower, (g5) the identity of the quoting Lender, provided that such Competitive Bid Loan may be funded by such Lender's Designated Lender as provided in Section 2.16(j), regardless of whether that is specified in the Competitive Bid Quote, (6) whether or not such Competitive Bid Loan shall be subject to prepayment. (iii3) The Borrower Administrative Agent shall reject any Competitive Bid Quote that: (a1) is not substantially in the form of Exhibit "D" C-3 hereto or does not specify all of the information required by Section 2.3.3(ii2.16(d)(2);, (b2) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" C-3 hereto;, (c3) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; , or (d4) arrives after the time set forth in Section 2.3.3(i2.16(d)(1). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.16(d)(3), then the Borrower Administrative Agent shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.22(c) and must be submitted to the Borrower Administrative Agent by telex or telecopy at its address specified in or pursuant to Article XIII offices not later than (a) 1:00 2:00 p.m. (Chicago time) at least three four Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in Dollars, request for a Competitive LIBOR Margin or (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction(or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Borrower and the Administrative Agent may agree); provided that Competitive Bid Quotes submitted by Bank One may only be submitted if the Administrative Agent or Bank One notifies the Borrower of the terms of the offer or offers contained therein no later than 30 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV and VIIIthe Borrower's compliance with all other conditions to disbursement herein, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit I-3 hereto and shall in any case specify: (a) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;, (b) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, (2) must be at least $5,000,000 and an Approved Multiple integral multiple of $1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were are requested;, (c) in the case of a Eurocurrency Auctionas applicable, the Competitive Bid LIBOR Margin offered for each such Competitive Bid Loan; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the and Absolute Rate offered for each such Competitive Bid Loan;, (fd) the applicable Interest Period; minimum amount, if any, of the Competitive Bid Loan which may be accepted by the Borrower, and (ge) the identity of the quoting Lender, provided that such Competitive Bid Loan may be funded by such Lender's Designated Lender as provided in Section 2.22(h), regardless of whether that is specified in the Competitive Bid Quote. (iii) The Borrower Administrative Agent shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" I-3 hereto or does not specify all of the information required by Section 2.3.3(ii2.22(c)(ii);, (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" I-3 hereto;, (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; , or (d) arrives after the time set forth in Section 2.3.3(i2.22(c)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.22(c)(iii), then the Borrower Administrative Agent shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (d) and must be submitted to the Borrower Administrative Agent by telecopy telex or facsimile transmission at its address offices specified in or pursuant to Article XIII Section 10.01 not later than (ax) 1:00 p.m. 9:30 A.M. (Chicago New York City time)(or 9:30 A.M. (London time) at least three in the case of an Alternative Currency Borrowing) on the third Euro-Dollar Business Days Day prior to the proposed date of Borrowing Date(or in the case of an Alternative Currency Borrowing, the third Eurocurrency Business Day), in the case of a Eurocurrency LIBOR Auction denominated in Dollars, or (by) 1:00 p.m. 9:30 A.M. (Chicago New York City time) at least five Business Days (or 9:30 A.M. (London time) in the case of an Alternative Currency Borrowing) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to the proposed Borrowing Datedeadline for the other Lenders, in the case of a Eurocurrency LIBOR Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago time) on 15 minutes prior to the proposed Borrowing Datedeadline for the other Lenders, in the case of an Absolute Rate Auction. Subject to Articles IV 3 and VIII6, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the applicable Borrower. (ii) Each Competitive Bid Quote shall be substantially in the form of Exhibit D hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;date of Borrowing, (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, than or less than or equal to the Commitment of the quoting Lender, (2x) must be an Approved Multiple (1) in the case of a Dollar-Denominated Borrowing, $5,000,000 or a larger multiple of $1,000,000 and (32) in the case of an Alternative Currency Borrowing, $500,000 or an integral multiple of 500,000 units of the applicable Alternative Currency, (y) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;requested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Lender may be accepted, (cC) in the case of a Eurocurrency LIBOR Auction, the Competitive Bid Margin margin above or below the applicable London Interbank Offered Rate (the "COMPETITIVE BID MARGIN") offered for each such Competitive Bid Loan;, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate, (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eD) in the case of an Absolute Rate Auction, the Absolute Rate rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the "COMPETITIVE BID ABSOLUTE RATE") offered for each such Competitive Bid Loan; (f) the applicable Interest Period; , and (gE) the identity of the quoting Lender. A Competitive Bid Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes. (iii) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (aA) is not substantially in the form of conformity with Exhibit "D" D hereto or does not specify all of the information required by Section 2.3.3(ii)subsection (d)(ii) above; (bB) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (dD) arrives after the time set forth in Section 2.3.3(isubsection (d)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, Bank may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (e) and must be submitted to the Borrower Agent by telecopy at its address specified in telex, facsimile or pursuant to Article XIII electronic mail not later than (a) 1:00 p.m. (Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 10:00 a.m. (Chicago Boston time) on the proposed Borrowing requested Drawdown Date, provided, that Competitive Bid Quotes may be made by the Agent in its capacity as a Bank only if it notifies the case Borrower of an Absolute Rate Auctionthe terms of its Competitive Bid Quote no later than 9:30 a.m. (Boston time) on the requested Drawdown Date. Subject to Articles IV the provisions of Sections 10, 11, and VIII12 hereof, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit D-4 attached hereto and shall in any case specify: : (aA) the proposed Borrowing Daterequested Drawdown Date and Interest Periods, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1x) may be greater than, less than or equal to the Commitment of the quoting LenderBank but may not exceed $30,000,000, (2y) must be an Approved Multiple $2,000,000 or a larger multiple of $1,000,000 and (3z) may not exceed the aggregate principal amount of Competitive Bid Loans for which offers were requested; , (cC) in the case fixed rate of a Eurocurrency Auction, interest per annum (rounded to the nearest 1/1000th of 1%) (the "Competitive Bid Margin Rate") offered for each such Competitive Bid Loan; , and (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gD) the identity of the quoting LenderBank. (iii) The Borrower shall reject any Any Competitive Bid Quote that: shall be disregarded if it: (aA) is not substantially in the form of Exhibit "D" D-4 attached hereto or does not specify all of the information required by subsection (e)(ii) of this Section 2.3.3(ii); 2.9.1; (bB) contains qualifying, conditional or similar languagelanguage (except that it may, other in the case of a quote relating to more than one Interest Period, contain the condition that the Bank will fund any one, but not more, of the Competitive Bid Loans offered in such language contained in Exhibit "D" hereto; Competitive Bid Quote); (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or or (dD) arrives after the time set forth in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to subsection (e)(i) of this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical2.9.1.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, Bank may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection 2.03(d) and must be submitted to the Borrower Administrative Agent by telecopy telex or facsimile at its address specified referred to in or pursuant to Article XIII Section 11.01 not later than (ax) 1:00 p.m. 2:00 P.M. (Chicago New York City time) at least three on the fourth Euro-Dollar Business Days prior to Day before the proposed Borrowing Datedate of Borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollars, or (by) 1:00 p.m. 9:30 A.M. (Chicago New York City time) at least five Business Days prior on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the proposed Borrowing DateBanks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes 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 Borrower of the terms of the offer or offers contained therein not later than (x) one hour before the deadline for the other Banks, in the case of a Eurocurrency LIBOR Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago time) on 15 minutes before the proposed Borrowing Datedeadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles IV 3 and VIII8, any Competitive Bid Quote so made shall not be irrevocablerevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be substantially in the form of Exhibit D hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;date of Borrowing, (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, than or less than or equal to the Commitment of the quoting LenderBank, (2x) must be an Approved Multiple and $5,000,000 or a larger multiple of $1,000,000, (3y) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;requested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Bank may be accepted, (cC) in the case of a Eurocurrency LIBOR Auction, the margin above or below the applicable London Interbank Offered Rate (the "Competitive Bid Margin Margin") offered for each such Competitive Bid Loan;, expressed as a percentage (specified to the nearest 1/10,000(th) of 1%) to be added to or subtracted from such base rate, (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eD) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000(th) of 1%) (the "Competitive Bid Absolute Rate Rate") offered for each such Competitive Bid Loan; (f) the applicable Interest Period; , and (gE) the identity of the quoting LenderBank. A Competitive Bid Quote may set forth up to five separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes. (iii) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (aA) is not substantially in the form of conformity with Exhibit "D" D hereto or does not specify all of the information required by Section 2.3.3(ii)subsection (d)(ii) above; (bB) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (dD) arrives after the time set forth in Section 2.3.3(isubsection (d)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, Bank may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (d) and must be submitted to the Borrower Agent by telecopy telex or facsimile transmission at its address specified offices referred to in or pursuant to Article XIII Section 11.01 not later than (ax) 1:00 p.m. 2:00 P.M. (Chicago New York City time) at least three on the fourth Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollars, or (by) 1:00 p.m. 9:30 A.M. (Chicago New York City time) at least five Business Days on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall have mutually agreed and the Agent shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes 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 Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to the proposed Borrowing Datedeadline for the other Banks, in the case of a Eurocurrency LIBOR Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago time) on 15 minutes prior to the proposed Borrowing Datedeadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles IV 3 and VIII4, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit D hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;date of Borrowing, (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, than or less than or equal to the Commitment of the quoting LenderBank, (2x) must be an Approved Multiple and $5,000,000 or a larger multiple of $1,000,000 (3y) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;requested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Bank may be accepted, (cC) in the case of a Eurocurrency LIBOR Auction, the Competitive Bid Margin margin above or below the applicable London Interbank Offered Rate (the "COMPETITIVE BID MARGIN") offered for each such Competitive Bid Loan;, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate, (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eD) in the case of an Absolute Rate Auction, the Absolute Rate rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the "COMPETITIVE BID ABSOLUTE RATE") offered for each such Competitive Bid Loan; (f) the applicable Interest Period; , and (gE) the identity of the quoting LenderBank. A Competitive Bid Quote may set forth up to five separate offers by the quoting Bank with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes. (iii) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (aA) is not substantially in the form of conformity with Exhibit "D" D hereto or does not specify all of the information required by Section 2.3.3(iisubsection (d)(ii); (bB) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (dD) arrives after the time set forth in Section 2.3.3(isubsection(d)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (ia) Each Lender may, in its sole discretionbut shall be under no obligation to, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid QuotesQuote Request. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 ss.2A.5 and must be submitted to the Borrower Agent by telecopy telex or facsimile transmission at its address offices as specified in or pursuant to Article XIII ss.19 not later than (ai) 1:00 2:00 p.m. (Chicago New York City time) at least three on the fourth LIBOR Business Days Day prior to the proposed Borrowing Drawdown Date, in the case of a Eurocurrency Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency LIBOR Competitive Bid Loan or (cii) 9:00 10:00 a.m. (Chicago New York City time) on the proposed Borrowing Drawdown Date, in the case of an Absolute Rate AuctionCompetitive Bid Loan, provided that Competitive Bid Quotes may be submitted by the Agent in its capacity as a Lender only if it submits its Competitive Bid Quote to the Borrower Representative not later than (x) one hour prior to the deadline for the other Lenders, in the case of a LIBOR Competitive Bid Loan or (y) 15 minutes prior to the deadline for the other Lenders, in the case of an Absolute Competitive Bid Loan. Subject to Articles IV the provisions of ss.ss.10 and VIII11 hereof, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Borrower Representative. (iib) Each Competitive Bid Quote shall be in substantially the form of Exhibit J hereto and shall in any case specify: (ai) the proposed Borrowing Drawdown Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (bii) the principal amount of the Competitive Bid Loan for which each such offer proposal is being made, which principal amount (1i) may be greater than, than or less than or equal to the Commitment of the quoting Lender, (2ii) must be an Approved Multiple and $1,000,000 or a larger multiple of $500,000, (3iii) may not exceed the aggregate principal amount of Competitive Bid Loans for which offers were requested and (iv) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers were requestedbeing made by such quoting Lender may be accepted; (ciii) the Interest Periods for which Competitive Bid Quotes are being submitted; (iv) in the case of a Eurocurrency AuctionLIBOR Competitive Bid Loan, the margin above or below the applicable LIBOR Rate (the "Competitive Bid Margin Margin") offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such LIBOR Rate; (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (ev) in the case of an Absolute Rate AuctionCompetitive Bid Loan, the Absolute Rate rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the "Competitive Bid Rate") offered for each such Absolute Competitive Bid Loan; (f) the applicable Interest Period; and (gvi) the identity of the quoting Lender. (iii) The Borrower shall reject any . A Competitive Bid Quote that: may include up to five (a5) is not substantially separate offers by the quoting Lender with respect to each Interest Period specified in the form of Exhibit "D" hereto or does not specify all of the information required by Section 2.3.3(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (c) proposes terms other than or in addition to those set forth in the applicable related Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes.. ------------------------------------------------------- (ia) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.3.4 and must be submitted to the Borrower ------------- Administrative Agent by telex or telecopy at its address offices specified in or pursuant to Article XIII not later than (ai) 1:00 p.m. 9:00 a.m. (Chicago time) at least three four Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Eurodollar Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (cii) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate AuctionAuction (or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Borrower and the Administrative Agent may agree); provided that Competitive Bid Quotes -------- submitted by Bank One may only be submitted if the Administrative Agent or Bank One notifies the Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (iib) Each Competitive Bid Quote shall be in substantially the form of Exhibit ------- E hereto and shall in any case specify:: - (ai) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (bii) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1a) may be greater than, less than or equal to the Commitment of the quoting Lender, (2b) must be at least $5,000,000 and an Approved Multiple integral multiple of $1,000,000, and (3c) may not exceed the principal amount of Competitive Bid Loans for which offers were requested; (ciii) in the case of a Eurocurrency Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan; (div) the limitminimum amount, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender Loan which may be accepted by the Borrower; (ev) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gvi) the identity of the quoting Lender. (iiic) The Borrower Administrative Agent shall reject any Competitive Bid Quote that: (ai) is not substantially in the form of Exhibit "D" E hereto or does not ---------- specify all of the information required by Section 2.3.3(ii2.3.4(b);; ----------------- (bii) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" E hereto;; ---------- (ciii) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (div) arrives after the time set forth in Section 2.3.3(i2.3.4(a). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.-----------------

Submission and Contents of Competitive. Bid QuotesBID LOAN QUOTES. (i) Each Lender maymay submit one or more Competitive Bid Loan Quotes, in its sole discretion, submit each containing an offer to the Borrower make a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans Loan in response to any Invitation for Competitive Bid QuotesLoan Quote Request. Each Competitive Bid Loan Quote must comply with the requirements of this Section 2.3.3 2.03(d) and must be submitted to the Borrower Administrative Agent by telecopy at its address specified in or pursuant to Article XIII Office not later than (ax) 1:00 p.m. (Chicago time) at least three 8:00 a.m., Los Angeles time on the third Business Days Day prior to the proposed Borrowing Datedate of borrowing, in the case of a Eurocurrency LIBOR Auction denominated in Dollarsor (y) 7:00 a.m., (b) 1:00 p.m. (Chicago time) at least five Business Days prior to Los Angeles time on the proposed Borrowing Datedate of borrowing, in the case of a Eurocurrency Base Rate Auction, CD Rate Auction denominated or an Absolute Rate Auction (or, in either case upon reasonable notice to the Lenders, such other time and date as the Borrower and the Administrative Agent may agree); PROVIDED that any Competitive Bid Loan Quote submitted by the Administrative Agent (or an Alternative Currency Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent (or such Affiliate) notifies the Borrower of the terms of the offer or offers contained therein not later than (cx) 9:00 a.m. (Chicago time) 7:30 a.m., Los Angeles time on the third Business Day prior to the proposed Borrowing Datedate of borrowing, in the case of a LIBOR Auction or (y) 6:30 a.m., Los Angeles time on the proposed date of borrowing, in the case of a Base Rate Auction, CD Rate Auction or an Absolute Rate Auction. Subject to Articles IV Sections 2.14, 2.03(r) and VIII4.01 hereof, any Competitive Bid Loan Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the written instructions of the Borrower. (ii) Each Competitive Bid Loan Quote shall be substantially in the form of Exhibit C hereto and shall in any case specify: (aA) The proposed date of borrowing, the proposed Borrowing Date, which shall be currency and the same as that set forth in the applicable Invitation for Competitive Bid QuotesInterest Period therefor; (bB) the The principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount shall be a Dollar Equivalent of at least $5,000,000 or a higher integral multiple of $1,000,000; PROVIDED that the aggregate principal amount of all Competitive Bid Loans for which a Lender submits Competitive Bid Loan Quotes (1x) may be greater than, less than or equal to the Commitment Revolving Credit Committed Amount of the quoting Lender, such Lender but (2) must be an Approved Multiple and (3y) may not exceed the principal amount of the Competitive Bid Loans Borrowing for which offers were requestedrequested in the related Competitive Bid Loan Quote Request; (cC) in In the case of a Eurocurrency LIBOR Auction, the Competitive Bid Margin margin above (or, if a negative margin is offered, below) the applicable LIBOR Rate (the "LIBOR-BASED MARGIN") offered for each such Competitive Bid Loan, expressed as a percentage (rounded upwards, if necessary, to the nearest 1/10,000th of 1%) to be added to the applicable LIBOR Rate; (dD) In the case of a CD Rate Auction, the margin above (or, if a negative margin is offered, below) the limitapplicable CD Rate (the "CD RATE MARGIN") offered for each such Competitive Bid Loan expressed as a percentage (rounded upward, if anynecessary, as to the aggregate principal amount nearest 1/10,000th of 1%) to be added to the Competitive Bid Loans from such Lender which may be accepted by the Borrowerapplicable CD Rate; (eE) in In the case of a Base Rate Auction, the margin above (or, if a negative margin is offered, below) the applicable Base Rate (the "BASE RATE MARGIN") offered for each such Competitive Bid Loan, expressed as a percentage (rounded upward, if necessary, to the nearest 1/10,000th of 1%) to be added to the applicable Base Rate; (F) In the case of an Absolute Rate Auction, the Absolute Rate rate of interest per annum, calculated on the basis of a 360-day year (rounded upwards, if necessary, to the nearest 1/10,000th of 1%) (the "ABSOLUTE RATE") offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gG) the The identity of the quoting Lender. (iii) The Borrower shall reject any No Competitive Bid Loan Quote that: (a) is not substantially in the form of Exhibit "D" hereto or does not specify all of the information required by Section 2.3.3(ii); (b) contains shall contain qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (c) proposes or propose terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or Loan Quote Request and, in particular, no Competitive Bid Loan Quote may be conditioned upon acceptance by the Borrower of all (dor some specified minimum) of the principal amount of the Competitive Bid Loan for which such Competitive Bid Loan Quote is being made, and the Administrative Agent shall disregard any Competitive Bid Loan Quote that contains such language or terms or conditions or that arrives at the Administrative Agent's Office after the time set forth for submission of Competitive Bid Loan Quotes in Section 2.3.3(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical2.03(d)(i) hereof.

Submission and Contents of Competitive. Bid Quotes.. ------------------------------------------------- (i) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.3.4 and must be submitted to the Borrower Agent by telex or telecopy at its address offices specified in or pursuant to Article XIII not later than (a) 1:00 p.m. 9:00 a.m. (Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Eurodollar Auction denominated in Dollars, or (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate AuctionAuction (or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Borrower and the Agent may agree); provided that Competitive Bid Quotes submitted by First Chicago may only be -------- submitted if the Agent or First Chicago notifies the Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit "E" hereto and shall in any case specify: (a) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (b) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Lender, (2) must be at least $10,000,000 and an Approved Multiple integral multiple of $1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested; (c) in the case of a Eurocurrency Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan; (d) the limitminimum amount, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender Loan which may be accepted by the Borrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; and (gf) the identity of the quoting Lender. (iii) The Borrower Agent shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "DE" hereto or does not specify all of the information required by Section 2.3.3(ii2.3.4(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "DE" hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.3(i2.3.4(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.3.4(iii), then the Borrower Agent shall notify the relevant Lender of such rejection as soon as practicalpromptly.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.1(D) and must be submitted to the Borrower Administrative Agent by telecopy facsimile at its address offices specified in or pursuant to Article XIII XVII not later than (ax) 1:00 p.m. (Chicago time) at least three four (4) Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in Dollars, (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate AuctionAuction (or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Company and the Administrative Agent may agree); provided that Competitive Bid Quotes submitted by the Administrative Agent may only be submitted if the Administrative Agent notifies the Company of the terms of the offer or offers contained therein not later than 15 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV V and VIIIXI, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Company. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit N hereto and shall in any case specify: (a) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;, (b) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Revolving Loan Commitment of the quoting Lender, (2) must be an Approved Multiple at least $5,000,000 (and in integral multiples of $1,000,000 if in excess thereof), and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;, (c) in the case of a Eurocurrency Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan;, (d) the limitminimum amount, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender Loan which may be accepted by the Borrower;Company, (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan;, (f) the applicable Interest Period; and (g) the identity of the quoting Lender, and (g) the applicable Interest Period. (iii) The Borrower Administrative Agent shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "D" N hereto or does not specify all of the information required by Section 2.3.3(ii2.1(D)(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" N hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.3(i2.1(D)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.1(D)(iii), then the Borrower Administrative Agent shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, may submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 subsection (d) and must be submitted to the Borrower by telecopy Administrative Agent at its address offices specified in or pursuant to Article XIII Section 9.01 not later than (ax) 1:00 p.m. 2:00 P.M. (Chicago timePrevailing Eastern Time) at least three on the fourth Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurocurrency LIBOR Auction denominated or (y) 10:00 A.M. (Prevailing Eastern Time) on the proposed date of Borrowing, in Dollarsthe case of an Absolute Rate Auction (or, in either case, such other time or date as the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (bor any affiliate of the Administrative Agent) 1:00 p.m. in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (Chicago timex) at least five Business Days one hour prior to the proposed Borrowing Datedeadline for the other Lenders, in the case of a Eurocurrency LIBOR Auction denominated in an Alternative Currency or (cy) 9:00 a.m. (Chicago time) on 15 minutes prior to the proposed Borrowing Datedeadline for the other Lenders, in the case of an Absolute Rate Auction. Subject to Articles IV 3 and VIII7, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit D hereto and shall in any case specify: (aA) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;date of Borrowing, (bB) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1w) may be greater than, than or less than or equal to the Commitment of the quoting Lender, (2x) must be an Approved Multiple and $5,000,000 or a larger multiple of $1,000,000, (3y) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;requested and (z) may be subject to an aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being made by such quoting Lender may be accepted, (cC) in the case of a Eurocurrency LIBOR Auction, the margin above or below the applicable London Interbank Offered Rate (the "Competitive Bid Margin Margin") offered for each such Competitive Bid Loan;, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate, (d) the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Borrower; (eD) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the "Competitive Bid Absolute Rate Rate") offered for each such Competitive Bid Loan; (f) the applicable Interest Period; , and (gE) the identity of the quoting Lender. A Competitive Bid Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes. (iii) The Borrower shall reject any Any Competitive Bid Quote thatshall be disregarded if it: (aA) is not substantially in the form of conformity with Exhibit "D" D hereto or does not specify all of the information required by Section 2.3.3(iisubsection (d)(ii); (bB) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (cC) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (dD) arrives after the time set forth in Section 2.3.3(isubsection (d)(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii), then the Borrower shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes.. _________________________________________________ (ia) Each Lender Bank may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.3.4 and must be submitted to the Borrower Administrative Agent by telecopy at its address specified in or pursuant to Article XIII the Administrative Agent's Office not later than (a) 1:00 p.m. 9:00 a.m. (Chicago San Francisco time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Eurodollar Auction denominated in Dollars, or (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 a.m. (Chicago San Francisco time) on the proposed Borrowing Date, in the case of an Absolute Rate AuctionAuction (or, in either case upon reasonable prior notice to the Banks, such other time and date as the Borrower and the Administrative Agent may agree); provided that Competitive Bid ________ Quotes submitted by Bank of America may only be submitted if Bank of America notifies the Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Banks. Subject to Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocableirrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower. (iib) Each Competitive Bid Quote shall be in substantially the form of Exhibit D hereto and shall in any case _________ specify: (ai) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;, (bii) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment Commitment, of the quoting LenderBank, (2) must be at least $5,000,000 and an Approved Multiple integral multiple of $1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;, (ciii) in the case of a Eurocurrency Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan;, (div) the limitminimum or maximum amount, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender Loan which may be accepted by the Borrower;, (ev) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; , and (gvi) the identity of the quoting LenderBank. (iiic) The Borrower Administrative Agent shall reject any Competitive Bid Quote that: (ai) is not substantially in the form of Exhibit "D" D hereto or does not specify all of the information required by Section 2.3.3(ii2.3.4(b); (bii) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" D hereto;; _________ (ciii) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (div) arrives after the time set forth in Section 2.3.3(i2.3.4(a). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii2.3.4(c), then the Borrower Administrative Agent shall notify the relevant Lender Bank of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes.. _________________________________________________ (ia) Each Lender Bank may, in its sole discretion, submit to the Borrower a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this Section 2.3.3 2.3.4 and must be submitted _____________ to the Borrower Administrative Agent by telecopy at its address specified in or pursuant to Article XIII the Administrative Agent's Office not later than (a) 1:00 p.m. 9:00 a.m. (Chicago San Francisco time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Eurodollar Auction denominated in Dollars, or (b) 1:00 p.m. (Chicago time) at least five Business Days prior to the proposed Borrowing Date, in the case of a Eurocurrency Auction denominated in an Alternative Currency or (c) 9:00 a.m. (Chicago San Francisco time) on the proposed Borrowing Date, in the case of an Absolute Rate AuctionAuction (or, in either case upon reasonable prior notice to the Banks, such other time and date as the Borrower and the Administrative Agent may agree); provided, that Competitive Bid Quotes ________ submitted by Bank of America may only be submitted if Bank of America notifies the Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Banks. Subject to Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocableirrevocable ___________ ____ except with the written consent of the Administrative Agent given on the instructions of the Borrower. (iib) Each Competitive Bid Quote shall be in substantially the form of Exhibit D hereto and shall in any case specify:: _________ (ai) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;, (bii) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment Commitment, of the quoting LenderBank, (2) must be at least $5,000,000 and an Approved Multiple integral multiple of $1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested;, (ciii) in the case of a Eurocurrency Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan;, (div) the limitminimum or maximum amount, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender Loan which may be accepted by the Borrower;, (ev) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (f) the applicable Interest Period; , and (gvi) the identity of the quoting LenderBank. (iiic) The Borrower Administrative Agent shall reject any Competitive Bid Quote that: (ai) is not substantially in the form of Exhibit "D" D hereto or _________ does not specify all of the information required by Section 2.3.3(ii2.3.4(b);; ________________ (bii) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" D hereto;; ___________ (ciii) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (div) arrives after the time set forth in Section 2.3.3(i2.3.4(a). ________________ If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.3(iii_______ 2.3.4(c), then the Borrower Administrative Agent shall notify the relevant Lender Bank of ________ such rejection as soon as practical.