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 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 2.7.4 and must be submitted to the Administrative Agent by telex or telecopy at its offices specified in or pursuant to Article XIV not later than (a) (I) 1:45 p.m. (New York City time) in the case of Morgxx xxx (II) 2:00 p.m. (New York City time) in the case of each other Lender, at least four Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (b) (I) 8:45 a.m. (New York City time) in the case of Morgxx xxx (II) 9:00 a.m. (New York City time) in the case of each other Lender on the proposed Borrowing Date, in the case of an Absolute Rate Auction (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 Morgxx xxxll 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 irrevocable except with the written consent of the Administrative Agent given on the instructions of the Company. (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 integral multiple of $1,000,000 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 Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%); (d) the minimum or maximum amount, if any, of the Competitive Bid Loan which may be accepted by the Company 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 Company; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%);

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, submit 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 2.7.4 2.3.4 and must be submitted to the Administrative Agent by telex or telecopy facsimile at its offices specified in or pursuant to Article XIV XIII not later than (a) (I) 1:45 p.m. 9:30 a.m. (New York City Chicago time) in the case of Morgxx xxx First Chicago and (II) 2:00 p.m. 9:45 a.m. (New York City Chicago time) in the case of each other Lender, at least four three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (b) (I) 8:45 a.m. (New York City Chicago time) in the case of Morgxx xxx First Chicago and (II) 9:00 a.m. (New York City Chicago time) in the case of each other Lender on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Company Borrower and the Administrative Agent may agree, provided that Morgxx xxxll 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 VIIIArticle IV, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the CompanyBorrower. (ii) Each Competitive Bid Quote shall in any case specify: (a) the proposed Borrowing DateDate and whether such Competitive Bid Quote is under Facility A or Facility B, 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 integral multiple of $1,000,000 in excess thereof1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans Advances for which offers were requested; (c) in the case of a Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%); (d) the minimum or maximum amount, if any, of the any Competitive Bid Loan which may be accepted by the Company 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 CompanyBorrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan, expressed as a percentage ; (specified to f) the nearest 1/10,000th applicable Interest Period; and (g) the identity of 1%the quoting Lender. (iii) The Administrative Agent shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "G" hereto or does not specify all of the information required by Section 2.3.4(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "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 2.3.4(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.4(iii), then the Administrative Agent shall notify the relevant Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Tranche A Lender may, in its sole discretion, submit 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 2.7.4 2.3.4 and must be submitted to the Administrative Agent by telex or telecopy at its offices specified in or pursuant to Article XIV XIII not later than (a) (I) 1:45 12:45 p.m. (New York City Chicago time) in the case of Morgxx xxx First Chicago and (II) 2:00 1:00 p.m. (New York City Chicago time) in the case of each other Tranche A Lender, at least four three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (b) (I) 8:45 a.m. (New York City Chicago time) in the case of Morgxx xxx First Chicago and (II) 9:00 a.m. (New York City Chicago time) in the case of each other Tranche A Lender on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Tranche A Lenders, such other time and date as the Company Borrower and the Administrative Agent may agree, provided that Morgxx xxxll First Chicago shall always be required to submit its Competitive Bid Quotes not less than fifteen minutes prior to the other Tranche A Lenders). Subject to Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the CompanyBorrower. (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 Tranche A Commitment of the quoting Tranche A Lender, (2) must be at least $5,000,000 36 and an integral multiple of $1,000,000 in excess thereof1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested; (c) in the case of a Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%); (d) the minimum or maximum amount, if any, of the any Competitive Bid Loan which may be accepted by the Company Borrower and/or the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Tranche A Lender which may be accepted by the CompanyBorrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan, expressed as a percentage ; (specified to f) the nearest 1/10,000th applicable Interest Period; and (g) the identity of 1%the quoting Tranche A Lender. (iii) The Agent shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "H" hereto or does not specify all of the information required by Section 2.3.4(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "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 2.3.4(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.4(iii), then the Agent shall notify the relevant Tranche A Lender of such rejection as soon as practical.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, submit 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 2.7.4 2.04(d) and must be submitted to the Administrative Agent by telex or telecopy at its offices specified in or pursuant to Article XIV 14 not later than (ai) (IA) 1:45 p.m. P.M. (New York City time) in the case of Morgxx xxx Citibank and (IIB) 2:00 p.m. (New York City time) in the case of each other Lender, at least four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction Eurocurrency Auction, or (bii) (IA) 8:45 a.m. 10:15 A.M. (New York City time) in the case of Morgxx xxx Citibank and (IIB) 9:00 a.m. 10:30 A.M. (New York City time) in the case of each other Lender Lender, on the proposed Borrowing Date, Date in the case of an Absolute Rate Auction (or, in either any such case upon reasonable prior notice to the Lenders, such other time and date as the Company Borrowers and the Administrative Agent may agree, ; provided that Morgxx xxxll Citibank shall always be required to submit its Competitive Bid Quotes not less than fifteen minutes prior to the other Lenders). Subject to Articles IV 5 and VIII6, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Companyapplicable Borrower. (iii) 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, (1) 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) which principal amount must be at least $5,000,000 and an integral multiple of $1,000,000 in excess thereof1,000,000, and (3) which principal amount may not exceed the principal amount of Competitive Bid Loans for which offers were requested; (cC) in the case of a Eurodollar Eurocurrency Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%); (d) the minimum or maximum amount, if any, of the Competitive Bid Loan which may be accepted by the Company 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 Company; (eD) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan, expressed as a percentage ; (specified to E) the nearest 1/10,000th applicable Interest Period; and (F) the identity of 1%the quoting Lender. (ii) The Administrative Agent 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 2.04(d)(i); (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 2.04(d)(i). (iii) If any Competitive Bid Quote shall be rejected pursuant to Section 2.04(d)(ii), then the Administrative Agent shall notify the relevant Lender of such rejection as soon as practicable.

Submission and Contents of Competitive. Bid Quotes.. ------------------------------------------------- (ia) Each Lender may, in its sole discretion, submit 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 2.7.4 2.4.4 and must ------------- be submitted to the Administrative Agent by telex or telecopy at its offices specified in or pursuant to Article XIV not later than (ai) (IA) 1:45 p.m. (New York City 12:45 p.m., Chicago time) , in ----------- the case of Morgxx xxx First Chicago and (IIB) 2:00 p.m. (New York City 1:00 p.m., Chicago time) , in the case of each other Lender, at least four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction Auction, or (bii) (IA) 8:45 a.m. (New York City a.m., Chicago time) , in the case of Morgxx xxx First Chicago and (IIB) 9:00 a.m. (New York City a.m., Chicago time) , in the case of each other Lender Lender, on the proposed Borrowing Date, Date in the case of an Absolute Rate Auction (or, in either any such case upon reasonable prior notice to the Lenders, such other time and date as the Company Borrower and the Administrative Agent may agree; provided, provided however, that Morgxx xxxll 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 V and VIIIIX, any Competitive ---------- -- Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the CompanyBorrower. (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, (1) 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 integral multiple of $1,000,000 but in excess thereof, and (3) may not exceed no case greater than the principal amount of Competitive Bid Loans for which offers were requested; (c) in the case of a Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%); (d) the minimum or maximum amountexcess, if any, of the Competitive Bid Loan which may be accepted by Aggregate Available Commitment over the Company and/or the limit, if any, as to the then aggregate outstanding principal amount of all Advances (other than Sterling Advances), together with the Effective Dollar Equivalent of the then (c) The Agent shall reject any Competitive Bid Loans from Quote that: (i) is not substantially in the form of Exhibit C hereto or does not specify all of --------- the information required by Section 2.4.4(b); (ii) contains qualifying, ---------------- conditional or similar language, other than any such Lender which may be accepted language contained in Exhibit C hereto; (iii) proposes terms other than or in addition to those --------- set forth in the applicable Invitation for Competitive Bid Quotes, except as contemplated by Section 2.4.4(b); or (iv) arrives after the Company;time set ---------------- forth in Section 2.4.4(a). ---------------- (ed) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such If any Competitive Bid Loan, expressed as a percentage (specified Quote shall be rejected pursuant to the nearest 1/10,000th of 1%);Section -------

Submission and Contents of Competitive. Bid Quotes.. ------------------------------------------------- (ia) Each Lender may, in its sole discretion, submit 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 2.7.4 2.4.4 and must be submitted to the Administrative Agent by telex or telecopy at its offices specified in or pursuant to Article XIV XIII not later than (ai) (IA) 1:45 12:45 p.m. (New York City Chicago time) in the case of Morgxx xxx First Chicago and (IIB) 2:00 1:00 p.m. (New York City Chicago time) in the case of each other Lender, at least four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction Eurocurrency Auction, or (bii) (IA) 8:45 a.m. (New York City Chicago time) in the case of Morgxx xxx First Chicago and (IIB) 9:00 a.m. (New York City Chicago time) in the case of each other Lender Lender, on the proposed Borrowing Date, Date in the case of an Absolute Rate Auction (or, in either such case upon reasonable prior notice to the Lenders, such other time and date as the Company Borrower and the Administrative Agent may agree, ; provided that Morgxx xxxll 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 irrevocable except with the written consent of the Administrative Agent given on the instructions of the CompanyBorrower. (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, (1) 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) which principal amount must be at least $5,000,000 (and an integral multiple in multiples of $1,000,000 in excess thereof, ) and (3) which principal amount may not exceed the principal amount of Competitive Bid Loans for which offers were requested; (ciii) in the case of a Eurodollar Eurocurrency Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%); (div) the minimum or maximum amount, if any, of the Competitive Bid Loan which may be accepted by the Company 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 CompanyBorrower; (ev) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (vi) in the case of a Eurocurrency Auction, expressed the Eurocurrency applicable thereto, which shall be the same as a percentage that set forth in the applicable Invitation for Competitive Bid Quotes; (specified to vii) the nearest 1/10,000th applicable Interest Period, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; and (viii) the identity of 1%the quoting Lender. (c) The Agent shall reject any Competitive Bid Quote that: (i) is not substantially in the form of Exhibit "D" hereto or does not specify all of the information required by Section 2.4.4(b); (ii) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "D" hereto; (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (iv) arrives after the time set forth in Section 2.4.4(a). (d) If any Competitive Bid Quote shall be rejected pursuant to Section 2.4.4(c), then the Agent shall notify the relevant Lender of such rejection as soon as practicable.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender Bank may, in its sole discretion, submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Absolute Rate Loans in response to any Invitation for Competitive Bid QuotesQuote Request. Each Competitive Bid Quote must comply with the requirements of this Section 2.7.4 2.04(b) and must be submitted to the Administrative Agent Company by telephone, telex or telecopy at its offices specified in or pursuant to Article XIV not later than (a) (I) 1:45 p.m. (New York City time) in the case of Morgxx xxx (II) 2:00 p.m. (New York City time) in the case of each other Lender, at least four Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (b) (I) 8:45 a.m. (New York City time) in the case of Morgxx xxx (II) 9:00 a.m. (New York City time) in the case of each other Lender on the proposed Borrowing Date, in the case of an Absolute Rate Auction (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 Morgxx xxxll always be required to submit its Competitive Bid Quotes not less than fifteen minutes prior to the other Lenders). X. Subject to Articles IV and VIIIVII, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Company. (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 QuotesQuote Request; (bB) the principal amount of the Competitive Bid Absolute Rate Loan for which each such offer is being made, which principal amount (1) the principal amount of which may be greater than, less than or equal to the Commitment of the quoting LenderBank, but in no case greater than the Aggregate Revolving Commitment and (2) must be at least $5,000,000 and an integral multiple of $1,000,000 in excess thereof, and (3) which principal amount may not exceed the principal amount of Competitive Bid Absolute Rate Loans for which offers were requested; (c) in the case of a Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%); (dC) the minimum or maximum amount, if any, of the Competitive Bid Loan which may be accepted by the Company and/or the limit, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender Absolute Rate Loan which may be accepted by the Company; (eD) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Absolute Rate Loan; (E) the applicable Interest Period; (F) the identity of the quoting Bank; (G) the time by which the Company must notify the quoting Bank of its acceptance or rejection of such Competitive Bid Loan, expressed as a percentage Quote; and (specified to H) whether the nearest 1/10,000th terms of 1%);an accepted offer must be confirmed by the Company in writing.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, submit 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 2.7.4 2.05(d) and must be submitted to the Administrative Agent by telex or telecopy at its offices specified in or pursuant to Article XIV 14 not later than (ai) (IA) 1:45 p.m. P.M. (New York City time) in the case of Morgxx xxx Citibank and (IIB) 2:00 p.m. (New York City time) in the case of each other Lender, at least four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction Eurocurrency Auction, or (bii) (IA) 8:45 a.m. 10:15 A.M. (New York City time) in the case of Morgxx xxx Citibank and (IIB) 9:00 a.m. 10:30 A.M. (New York City time) in the case of each other Lender Lender, on the proposed Borrowing Date, Date in the case of an Absolute Rate Auction (or, in either any such case upon reasonable prior notice to the Lenders, such other time and date as the Company Borrowers and the Administrative Agent may agree, ; provided that Morgxx xxxll Citibank shall always be required to submit its Competitive Bid Quotes not less than fifteen minutes prior to the other Lenders). Subject to Articles IV 5 and VIII6, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Companyapplicable Borrower. (iii) 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, (1) 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) which principal amount must be at least $5,000,000 and an integral multiple of $1,000,000 in excess thereof1,000,000, and (3) which principal amount may not exceed the principal amount of Competitive Bid Loans for which offers were requested; (cC) in the case of a Eurodollar Eurocurrency Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%); (d) the minimum or maximum amount, if any, of the Competitive Bid Loan which may be accepted by the Company 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 Company; (eD) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan, expressed as a percentage ; (specified to E) the nearest 1/10,000th applicable Interest Period; and (F) the identity of 1%the quoting Lender. (ii) The Administrative Agent 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 2.05(d)(i); (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 2.05(d)(i). (iii) If any Competitive Bid Quote shall be rejected pursuant to Section 2.05(d)(ii), then the Administrative Agent shall notify the relevant Lender of such rejection as soon as practicable.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, submit 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 2.7.4 2.16(d) and must be submitted to the Administrative Agent by telex or telecopy at its offices specified in or pursuant to Article XIV not later than (a) (I) 1:45 p.m. (New York City time) in the case of Morgxx xxx (II) 2:00 p.m. (New York City Chicago time) in the case of each other Lender, at least four Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (b) (I) 8:45 a.m. (New York City time) in the case of Morgxx xxx (II) 9:00 a.m. (New York City Chicago time) in the case of each other Lender 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 rate as the Company Borrower and the Administrative Agent may agree, ); provided that Morgxx xxxll always be required to submit its Competitive Bid Quotes not less 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 fifteen 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 irrevocable except with the written consent of the Administrative Agent given on the instructions of the CompanyBorrower. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit C-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 integral multiple of $1,000,000 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 Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%); (d) the minimum or maximum amount, if any, of the Competitive Bid Loan which may be accepted by the Company 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 Company; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%);

Submission and Contents of Competitive. Bid Quotes.. ------------------------------------------------- (ia) Each Lender may, in its sole discretion, submit 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 2.7.4 2.4.4 and must be submitted to the Administrative Agent by telex or telecopy at its offices specified in or pursuant to Article XIV XIII not later than (ai) (IA) 1:45 p.m. (New York City 12:45 p.m., Chicago time) , in the case of Morgxx xxx First Chicago and (IIB) 2:00 p.m. (New York City 1:00 p.m., Chicago time) , in the case of each other Lender, at least four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction Auction, or (bii) (IA) 8:45 a.m. (New York City a.m., Chicago time) , in the case of Morgxx xxx First Chicago and (IIB) 9:00 a.m. (New York City a.m., Chicago time) , in the case of each other Lender Lender, on the proposed Borrowing Date, Date in the case of an Absolute Rate Auction (or, in either any such case upon reasonable prior notice to the Lenders, such other time and date as the Company Borrower and the Administrative Agent may agree, ; provided that Morgxx xxxll 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 irrevocable except with the written consent of the Administrative Agent given on the instructions of the CompanyBorrower. (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, (1) 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 Available Commitment, (2) which principal amount must be at least $5,000,000 2,000,000 and an integral multiple of $1,000,000 in excess thereof500,000, and (3) which principal amount may not exceed the principal amount of Competitive Bid Loans for which offers were requested; ; (ciii) in the case of a Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan, expressed as a percentage ; (specified to the nearest 1/10,000th of 1%); (div) the minimum or maximum amount, if any, of the Competitive Bid Loan which may be accepted by the Company 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 Company; Borrower; (ev) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (vi) the applicable Interest Period; and (vii) the identity of the quoting Lender. (c) The Agent shall reject any Competitive Bid Quote that: (i) is not substantially in the form of Exhibit "D" hereto or does not specify all of the information required by Section 2.4.4(b); (ii) contains qualifying, expressed conditional or similar language, other than any such language contained in Exhibit "D" hereto; (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (iv) arrives after the time set forth in Section 2.4.4(a). (d) If any Competitive Bid Quote shall be rejected pursuant to Section 2.4.4(c), then the Agent shall notify the relevant Lender of such rejection as a percentage (specified to the nearest 1/10,000th of 1%);soon as practicable.

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender Bank may, in its sole discretion, submit 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 2.7.4 2.3.4 and must be submitted to the Administrative Agent by telex or telecopy at its offices specified in or pursuant to Article XIV XIII not later than (a) 9:00 a.m. (I) 1:45 p.m. (New York City San Francisco time) in the case of Morgxx xxx (II) 2:00 p.m. (New York City time) in the case of each other Lender, at least four three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (b) (I) 8:45 a.m. (New York City time) in the case of Morgxx xxx (II) 9:00 a.m. (New York City San Francisco time) in the case of each other Lender on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the LendersBanks, such other time and date as the Company and the Administrative Agent may agree, ); provided that Morgxx xxxll always be required to submit its Competitive Bid Quotes submitted by BofA may only be submitted if BofA notifies the Company of the terms of the offer or offers contained therein not less later than fifteen 15 minutes prior to the latest time at which the relevant Competitive Bid Quotes must be submitted by the other Lenders)Banks. Subject to Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the CompanyBorrower. (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 LenderBank, (2) must be at least $5,000,000 and an integral multiple of $1,000,000 in excess thereof1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested; , (c) in the case of a Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%); (d) the minimum or maximum amount, if any, of the Competitive Bid Loan which may be accepted by the Company and/or the limitBorrower, if any, as to the aggregate principal amount of the Competitive Bid Loans from such Lender which may be accepted by the Company; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan, expressed and (f) the identity of the quoting Bank. (iii) The Agent shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "E" hereto or does not specify all of the information required by Section 2.3.4(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "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 2.3.4(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.4(iii), then the Agent shall notify the relevant Bank of such rejection as a percentage (specified to the nearest 1/10,000th of 1%);soon as practical.

Submission and Contents of Competitive. Bid Quotes.. -------------------------------------------------- (i) Each Lender may, in its sole discretion, Bank may submit 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 2.7.4 subsection (d) and must be submitted to the Administrative Agent by telex or telecopy at its offices specified in or pursuant to Article XIV facsimile not later than 10:00 a.m. (a) (I) 1:45 p.m. (New York City Boston time) in the case of Morgxx xxx (II) 2:00 p.m. (New York City time) in the case of each other Lender, at least four Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (b) (I) 8:45 a.m. (New York City time) in the case of Morgxx xxx (II) 9:00 a.m. (New York City time) in the case of each other Lender on the proposed Borrowing requested Drawdown Date, in the case of an Absolute Rate Auction (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 Morgxx xxxll always -------- Competitive Bid Quotes may be required to submit made by the Agent in its capacity as a Bank only if it notifies the Borrower of the terms of its Competitive Bid Quotes not less Quote no later than fifteen minutes prior to 9:30 a.m. (Boston time) on the other Lenders)requested Drawdown Date. Subject to Articles IV the provisions of (S)(S)9, 10 and VIII11 hereof, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the CompanyBorrower. (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 Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes;requested 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 (1x) may be greater than, less than or equal to the Commitment Amount of the quoting Lender, (2) must be at least $5,000,000 and an integral multiple of $1,000,000 in excess thereof, and (3) Bank but may not exceed the Total Commitment, (y) must be $1,000,000 or a larger multiple of $500,000 and (z) - - may not exceed the aggregate principal amount of Competitive Bid Loans for which offers were requested;, (cC) in the case rate of a Eurodollar Auction, interest per annum (rounded to the nearest 1/1000th of 1%) (the "Competitive Bid Margin Rate") offered for each such Competitive Bid Loan, expressed as a percentage and (specified to D) the nearest 1/10,000th identity of 1%)the quoting Bank. (iii) Any Competitive Bid Quote shall be disregarded if it: (A) is not substantially in the form of Exhibit E-1 ----------- attached hereto or does not specify all of the information required by subsection (d)(ii) of this (S)2.3.1; (dB) contains qualifying, conditional or similar language (except that it may, in the minimum or maximum amountcase of a quote relating to more than one Interest Period, if anycontain the condition that the Bank will fund any one, but not more, of the Competitive Bid Loan which may be accepted by the Company and/or the limit, if any, as to the aggregate principal amount of the Loans offered in such Competitive Bid Loans from such Lender which may be accepted by the CompanyQuote); (eC) proposes terms other than or in addition to those set forth in the case of an Absolute Rate Auction, the Absolute Rate offered applicable Invitation for each such Competitive Bid Loan, expressed as a percentage Quotes; or (specified to D) arrives after the nearest 1/10,000th time set forth in subsection (d)(i) of 1%this (S);

Submission and Contents of Competitive. Bid Quotes. (i) Each Lender may, in its sole discretion, submit 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 2.7.4 2.5.4 and must be submitted to the Administrative Agent by telex or telecopy at its offices specified in or pursuant to Article XIV XIII not later than (a) (I) 1:45 p.m. (New York City Detroit time) in the case of Morgxx xxx Bank One and (II) 2:00 p.m. (New York City Detroit time) in the case of each other Lender, at least four Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (b) (I) 8:45 a.m. (New York City Detroit time) in the case of Morgxx xxx Bank One and (II) 9:00 a.m. (New York City Detroit time) in the case of each other Lender on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Company Borrower and the Administrative Agent may agree, provided that Morgxx xxxll Bank One 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 irrevocable except with the written consent of the Administrative Agent given on the instructions of the Companyrequesting 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 integral multiple of $1,000,000 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 Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%); (d) the minimum or maximum amount, if any, of the Competitive Bid Loan which may be accepted by the Company a 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 Companya Borrower; (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%); (f) the applicable Interest Period (which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes); and (g) the identity of the quoting Lender. (iii) The Administrative Agent shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit A hereto or does not specify all of the information required by Section 2.5.4; (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit A 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 2.5.4. If any Competitive Bid Quote shall be rejected pursuant to this Section 2.5.4, then the Administrative Agent shall notify the relevant Lender of such rejection as soon as practical.