Common use of The Competitive Loans Clause in Contracts

The Competitive Loans. (a) The Lenders may make Competitive Loans to the Company from time to time on any Business Day (in the case of Competitive Loans made pursuant to an Absolute Rate Competitive Loan Request) or any Working Day (in the case of Competitive Loans made pursuant to an Index Rate Competitive Loan Request) during the period from the Closing Date until the date occurring 14 days prior to the Maturity Date in the manner set forth in this subsection 2.2 and in amounts such that the Aggregate Loans at any time outstanding shall not exceed the aggregate amount of the Loan Commitments at such time; provided, however, that the aggregate principal amount of the outstanding Competitive Loans of a Lender may (but shall not be required to) exceed its Loan Commitment. (i) The Company shall request Competitive Loans by delivering a Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon (New York City time) four Working Days prior to the proposed Competitive Loan Date (in the case of an Index Rate Competitive Loan Request), and not later than 10:00 A.M. (New York City time) one Business Day prior to the proposed Competitive Loan Date (in the case of an Absolute Rate Competitive Loan Request); provided that (i) an Index Rate Competitive Loan request shall not be made until at least one Business Day has passed since the most recent Competitive Loan Date and (ii) an Absolute Rate Competitive Loan Request shall not be made until at least four Business Days have passed since the most recent Competitive Loan Date. Each Competitive Loan Request may solicit bids for Competitive Loans in an aggregate principal amount of $10,000,000 or an integral multiple in excess of $1,000,000 thereof and for not more than three alternative maturity dates for such Competitive Loans. The maturity date for each Competitive Loan shall be not less than 7 days nor more than 180 days after the Competitive Loan Date therefor (and in any event not after the Maturity Date and in any event subject to the proviso to the definition of “Interest Period”). The Administrative Agent shall promptly notify each Lender by facsimile transmission of the contents of each Competitive Loan Request received by it. (ii) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at the Applicable Index Rate plus or minus a margin for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s Loan Commitment) and the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 11:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 10:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date. (iii) In the case of an Absolute Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at a rate or rates of interest for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 9:30 A.M. (New York City time) on the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s Loan Commitment) and the rate or rates of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 10:15 A.M. (New York City time) on the proposed Competitive Loan Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 9:15 A.M. (New York City time) on the proposed Competitive Loan Date. (iv) The Company shall before 11:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Index Rate Competitive Loan Request) and before 10:30 A.M. (New York City time) on the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Absolute Rate Competitive Loan Request) either, in its absolute discretion: (A) cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (B) accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be, by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation) of the amount of Competitive Loans for each relevant maturity date to be made by each Competitive Loan Lender (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Loan Offer of such Competitive Loan Lender, and for all maturity dates included in such Competitive Loan Offer shall be equal to or less than the aggregate maximum amount specified in such Competitive Loan Offer for all such maturity dates) and reject any remaining offers made by Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be; provided, however, that (x) the Company may not accept offers for Competitive Loans for any maturity date in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request, (y) if the Company accepts any of such offers, it must accept offers strictly based upon pricing for such relevant maturity date and no other criteria whatsoever and (z) if two or more Competitive Loan Lenders submit offers for any maturity date at identical pricing and the Company accepts any of such offers but does not wish to borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, the Company shall accept offers from all of such Competitive Loan Lenders in amounts allocated among them pro rata according to the amounts offered by such Competitive Loan Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that any Competitive Loans made by a Competitive Loan Lender on a Competitive Loan Date for each relevant maturity date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, it being agreed that to the extent that it is impossible to make allocations in accordance with the provisions of this clause (B) such allocations shall be made in accordance with the instructions of the Company). (i) If the Company notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to clause (iv) (A) above, the Administrative Agent shall give prompt telephone notice thereof to the Competitive Loan Lenders, and the Competitive Loans requested thereby shall not be made. (ii) If the Company accepts pursuant to clause (iv) (B) above one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders, the Administrative Agent shall promptly notify each Competitive Loan Lender which has made such an offer, of the aggregate amount of such Competitive Loans to be made on such Competitive Loan Date for each maturity date and of the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan Lender. Each Competitive Loan Lender which is to make a Competitive Loan shall, before 12:00 Noon (New York City time) on the Competitive Loan Date specified in the Competitive Loan Request applicable thereto, make available to the Administrative Agent at its office set forth in subsection 9.2 the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the Company as soon as practicable on such date at the Administrative Agent’s aforesaid address. As soon as practicable after each Competitive Loan Date, the Administrative Agent shall notify each Lender of the aggregate amount of Competitive Loans advanced on such Competitive Loan Date and the respective maturity dates thereof. (c) Within the limits and on the conditions set forth in this subsection 2.2, the Company may from time to time borrow under this subsection 2.2, repay pursuant to paragraph (d) below, and reborrow under this subsection 2.2. (d) The Company shall repay to the Administrative Agent for the account of each Competitive Loan Lender which has made a Competitive Loan (or the Competitive Loan Assignee in respect thereof, as the case may be) on the maturity date of each Competitive Loan (such maturity date being that specified by the Company for repayment of such Competitive Loan in the related Competitive Loan Request) the then unpaid principal amount of such Competitive Loan. The Company may not prepay any Competitive Loan without the consent of the holder thereof. (e) The Company shall pay interest on the unpaid principal amount of each Competitive Loan from the Competitive Loan Date to the stated maturity date thereof, at the rate of interest determined pursuant to paragraph (b) above (calculated on the basis of a 360 day year for actual days elapsed), payable on the interest payment date or dates specified by the Company for such Competitive Loan in the related Competitive Loan Request. If all or a portion of the principal amount of any Competitive Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount shall, without limiting any rights of any Lender under this Agreement, bear interest from the date on which such payment was due at a rate per annum which is 2% above the rate which would otherwise be applicable thereto until the scheduled maturity date with respect thereto, and for each day thereafter at a rate per annum which is 2% above the Alternate Base Rate until paid in full (as well after as before judgment).

The Competitive Loans. (a) The Lenders may make Competitive Loans to the Company from time to time on any Business Day (in the case of Competitive Loans made pursuant to an Absolute Rate Competitive Loan Request) or any Working Day (in the case of Competitive Loans made pursuant to an Index Rate Competitive Loan Request) during the period from the Closing Date until the date occurring 14 days prior to the Maturity Date in the manner set forth in this subsection 2.2 and in amounts such that the Aggregate Loans at any time outstanding shall not exceed the aggregate amount of the Loan Commitments at such time; provided, however, that the aggregate principal amount of the outstanding Competitive Loans of a Lender may (but shall not be required to) exceed its Loan Commitment. (i) The Company shall request Competitive Loans by delivering a Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon (New York City time) four Working Days prior to the proposed Competitive Loan Date (in the case of an Index Rate Competitive Loan Request), and not later than 10:00 A.M. (New York City time) one Business Day prior to the proposed Competitive Loan Date (in the case of an Absolute Rate Competitive Loan Request); provided that (i) an Index Rate Competitive Loan request shall not be made until at least one Business Day has passed since the most recent Competitive Loan Date and (ii) an Absolute Rate Competitive Loan Request shall not be made until at least four Business Days have passed since the most recent Competitive Loan Date. Each Competitive Loan Request may solicit bids for Competitive Loans in an aggregate principal amount of $10,000,000 or an integral multiple in excess of $1,000,000 thereof and for not more than three alternative maturity dates for such Competitive Loans. The maturity date for each Competitive Loan shall be not less than 7 days nor more than 180 days after the Competitive Loan Date therefor (and in any event not after the Maturity Date and in any event subject to the proviso to the definition of “"Interest Period”"). The Administrative Agent shall promptly notify each Lender by telex or facsimile transmission of the contents of each Competitive Loan Request received by it. (ii) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at the Applicable Index Rate plus or minus a margin for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s 's Loan Commitment) and the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 11:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 10:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date. (iii) In the case of an Absolute Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at a rate or rates of interest for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 9:30 A.M. (New York City time) on the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s 's Loan Commitment) and the rate or rates of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 10:15 A.M. (New York City time) on the proposed Competitive Loan Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 9:15 A.M. (New York City time) on the proposed Competitive Loan Date. (iv) The Company shall before 11:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Index Rate Competitive Loan Request) and before 10:30 A.M. (New York City time) on the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Absolute Rate Competitive Loan Request) either, in its absolute discretion: (A) cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (B) accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be, by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation) of the amount of Competitive Loans for each relevant maturity date to be made by each Competitive Loan Lender (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Loan Offer of such Competitive Loan Lender, and for all maturity dates included in such Competitive Loan Offer shall be equal to or less than the aggregate maximum amount specified in such Competitive Loan Offer for all such maturity dates) and reject any remaining offers made by Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be; provided, however, that (x) the Company may not accept offers for Competitive Loans for any maturity date in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request, (y) if the Company accepts any of such offers, it must accept offers strictly based upon pricing for such relevant maturity date and no other criteria whatsoever and (z) if two or more Competitive Loan Lenders submit offers for any maturity date at identical pricing and the Company accepts any of such offers but does not wish to borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, the Company shall accept offers from all of such Competitive Loan Lenders in amounts allocated among them pro rata according to the amounts offered by such Competitive Loan Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that any Competitive Loans made by a Competitive Loan Lender on a Competitive Loan Date for each relevant maturity date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, it being agreed that to the extent that it is impossible to make allocations in accordance with the provisions of this clause (B) such allocations shall be made in accordance with the instructions of the Company). (iv) If the Company notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to clause (iv) (A) above, the Administrative Agent shall give prompt telephone notice thereof to the Competitive Loan Lenders, and the Competitive Loans requested thereby shall not be made. (iivi) If the Company accepts pursuant to clause (iv) (B) above one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders, the Administrative Agent shall promptly notify each Competitive Loan Lender which has made such an offer, of the aggregate amount of such Competitive Loans to be made on such Competitive Loan Date for each maturity date and of the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan Lender. Each Competitive Loan Lender which is to make a Competitive Loan shall, before 12:00 Noon (New York City time) on the Competitive Loan Date specified in the Competitive Loan Request applicable thereto, make available to the Administrative Agent at its office set forth in subsection 9.2 the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the Company as soon as practicable on such date at the Administrative Agent’s aforesaid address. As soon as practicable after each Competitive Loan Date, the Administrative Agent shall notify each Lender of the aggregate amount of Competitive Loans advanced on such Competitive Loan Date and the respective maturity dates thereof. (c) Within the limits and on the conditions set forth in this subsection 2.2, the Company may from time to time borrow under this subsection 2.2, repay pursuant to paragraph (d) below, and reborrow under this subsection 2.2. (d) The Company shall repay to the Administrative Agent for the account of each Competitive Loan Lender which has made a Competitive Loan (or the Competitive Loan Assignee in respect thereof, as the case may be) on the maturity date of each Competitive Loan (such maturity date being that specified by the Company for repayment of such Competitive Loan in the related Competitive Loan Request) the then unpaid principal amount of such Competitive Loan. The Company may not prepay any Competitive Loan without the consent of the holder thereof. (e) The Company shall pay interest on the unpaid principal amount of each Competitive Loan from the Competitive Loan Date to the stated maturity date thereof, at the rate of interest determined pursuant to paragraph (b) above (calculated on the basis of a 360 day year for actual days elapsed), payable on the interest payment date or dates specified by the Company for such Competitive Loan in the related Competitive Loan Request. If all or a portion of the principal amount of any Competitive Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount shall, without limiting any rights of any Lender under this Agreement, bear interest from the date on which such payment was due at a rate per annum which is 2% above the rate which would otherwise be applicable thereto until the scheduled maturity date with respect thereto, and for each day thereafter at a rate per annum which is 2% above the Alternate Base Rate until paid in full (as well after as before judgment).Competitive

The Competitive Loans. (a) The Lenders may make Competitive Loans to the Company from time to time on any Business Day (in the case of Competitive Loans made pursuant to an Absolute Rate Competitive Loan Request) or any Working Day (in the case of Competitive Loans made pursuant to an Index Rate Competitive Loan Request) during the period from the Closing Date until the date occurring 14 days prior to the Maturity Date in the manner set forth in this subsection 2.2 and in amounts such that the Aggregate Loans at any time outstanding shall not exceed the aggregate amount of the Loan Commitments at such time; provided, however, that the aggregate principal amount of the outstanding Competitive Loans of a Lender may (but shall not be required to) exceed its Loan Commitment. (i) The Company shall request Competitive Loans by delivering a Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon (New Noon(New York City time) four Working Days prior to the proposed Competitive Loan Date (in the case of an Index Rate Competitive Loan Request), and not later than 10:00 A.M. (New York City time) one Business Day prior to the proposed Competitive Loan Date (in the case of an Absolute Rate Competitive Loan Request); provided that (i) an Index Rate Competitive Loan request shall not be made until at least one Business Day has passed since the most recent Competitive Loan Date and (ii) an Absolute Rate Competitive Loan Request shall not be made until at least four Business Days have passed since the most recent Competitive Loan Date. Each Competitive Loan Request may solicit bids for Competitive Loans in an aggregate principal amount of $10,000,000 or an integral multiple in excess of $1,000,000 thereof and for not more than three alternative maturity dates for such Competitive Loans. The maturity date for each Competitive Loan shall be not less than 7 days nor more than 180 days after the Competitive Loan Date therefor (and in any event not after the Maturity Date and in any event subject to the proviso to the definition of “"Interest Period”"). The Administrative Agent shall promptly notify each Competitive Loan Lender by promptly notify each Competitive Loan Lender by telex or facsimile transmission of the contents of each Competitive Loan Request received by it. (ii) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, ,any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at the Applicable Index Rate plus or minus a margin for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s 's Loan Commitment) and the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 11:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 10:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date. (iii) In the case of an Absolute Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at a rate or rates of interest for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 9:30 A.M. (New York City time) on the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s 's Loan Commitment) and the rate or rates of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 10:15 A.M. (New York City time) on the proposed Competitive Loan Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 9:15 A.M. (New York City time) on the proposed Competitive Loan Date. (iv) The Company shall before 11:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Index Rate Competitive requested by an Index Rate Competitive Loan Request) and before 10:30 A.M. (New York City time) on the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Absolute Rate Competitive Loan Request) either, in its absolute discretion: (A) cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (B) accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be, by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation) of the amount of Competitive Loans for each relevant maturity date to be made by each Competitive Loan Lender (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Loan Offer of such Competitive Loan Lender, and for all maturity dates included in such Competitive Loan Offer shall be equal to or less than the aggregate maximum amount specified in such Competitive Loan Offer for all such maturity dates) and reject any remaining offers made by Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be; provided, however, that (x) the Company may not accept offers for Competitive Loans for any maturity date in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request, (y) if the Company accepts any of such offers, it must accept offers strictly based upon pricing for such relevant maturity date and no other criteria whatsoever and (z) if two or more Competitive Loan Lenders submit offers for any maturity date at identical pricing and the Company accepts any of such offers but does not wish to borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, the Company shall accept offers from all of such Competitive Loan Lenders xxxxxx in amounts allocated among them pro rata according to the amounts offered by such Competitive Loan Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that any Competitive Loans made by a Competitive Loan Lender on a Competitive Loan Date for each relevant maturity date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, it being agreed that to the extent that it is impossible to make allocations in accordance with the provisions of this clause (B) such allocations shall be made in accordance with the instructions of the Company). (iv) If the Company notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to clause (iv) (A) above, the Administrative Agent shall Agentshall give prompt telephone notice thereof to the Competitive Loan Lenders, and the Competitive Loans requested thereby shall not be made. (iivi) If the Company accepts pursuant to clause (iv) (B) above one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders, the Administrative Agent shall promptly notify each Competitive Loan Lender which has made such an offer, of the aggregate amount of such Competitive Loans to be made on such Competitive Loan Date for each maturity date and of the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan Lender. Each Competitive Loan Lender which is to make a Competitive Loan shall, before 12:00 Noon (New York City time) on the Competitive Loan Date specified in the Competitive Loan Request applicable thereto, make available to the Administrative Agent at its office set forth in subsection 9.2 the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the Company as soon as practicable on such date at the Administrative Agent’s 's aforesaid address. As soon as practicable after each Competitive Loan Date, the Administrative Agent shall notify each Lender of the aggregate amount of Competitive Loans advanced on such Competitive Loan Date and the respective maturity dates thereof. (c) Within the limits and on the conditions set forth in this subsection 2.2, the 2.2,the Company may from time to time borrow under this subsection 2.2, repay pursuant to paragraph (d) below, and reborrow re-borrow under this subsection 2.2. (d) The Company shall repay to the Administrative Agent for the account of each Competitive Loan Lender which has made a Competitive Loan (or the Competitive Loan Assignee in respect thereof, as the case may be) on the maturity date of each Competitive Loan (such maturity date being that specified by the Company for repayment of such Competitive Loan in the related Competitive Loan Request) the then unpaid principal amount of such Competitive Loan. The Company may shall not have the right to prepay any principal amount of any Competitive Loan without the consent of the holder thereofLoan. (e) The Company shall pay interest on the unpaid principal amount of each Competitive Loan from the Competitive Loan Date to the stated maturity date thereof, at the rate of interest determined pursuant to paragraph (b) above (calculated on the basis of a 360 day year for actual days elapsed), payable on the interest payment date or dates specified by the Company for such Competitive Loan in the related Competitive Loan Request. If all or a portion of the principal amount of any Competitive Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount shall, without limiting any rights of any Lender under this Agreement, bear interest from the date on which such payment was due at a rate per annum which is 2% above the rate which would otherwise be applicable thereto until the scheduled maturity date with respect thereto, and for each day thereafter at a rate per annum which is 2% above the Alternate Base Rate until paid in full (as well after as before judgment).

The Competitive Loans. (a) The Lenders may make Competitive Loans to the Company from time to time on any Business Day (in the case of Competitive Loans made pursuant to an Absolute Rate Competitive Loan Request) or any Working Day (in the case of Competitive Loans made pursuant to an Index Rate Competitive Loan Request) during the period from the Closing Date until the date occurring 14 days prior to the Maturity Date in the manner set forth in this subsection 2.2 and in amounts such that the Aggregate Loans at any time outstanding shall not exceed the aggregate amount of the Loan Commitments at such time; provided, however, that the aggregate principal amount of the outstanding Competitive Loans of a Lender may (but shall not be required to) exceed its Loan Commitment. (ib) The Company shall request Competitive Loans by delivering a Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon (New York City time) four Working Days prior to the proposed Competitive Loan Date (in the case of an Index Rate Competitive Loan Request), and not later than 10:00 A.M. (New York City time) one Business Day prior to the proposed Competitive Loan Date (in the case of an Absolute Rate Competitive Loan Request); provided that (i) an Index Rate Competitive Loan request shall not be made until at least one Business Day has passed since the most recent Competitive Loan Date and (ii) an Absolute Rate Competitive Loan Request shall not be made until at least four Business Days have passed since the most recent Competitive Loan Date. Each Competitive Loan Request may solicit bids for Competitive Loans in an aggregate principal amount of $10,000,000 or an integral multiple in excess of $1,000,000 thereof and for not more than three alternative maturity dates for such Competitive Loans. The maturity date for each Competitive Loan shall be not less than 7 days nor more than 180 days after the Competitive Loan Date therefor (and in any event not after the Maturity Date and in any event subject to the proviso to the definition of “Interest Period”). The Administrative Agent shall promptly notify each Lender by facsimile transmission of the contents of each Competitive Loan Request received by it. (ii) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at the Applicable Index Rate plus or minus a margin for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s Loan Commitment) and the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 11:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 10:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date. (iii) In the case of an Absolute Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at a rate or rates of interest for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 9:30 A.M. (New York City time) on the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s Loan Commitment) and the rate or rates of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 10:15 A.M. (New York City time) on the proposed Competitive Loan Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 9:15 A.M. (New York City time) on the proposed Competitive Loan Date. (iv) The Company shall before 11:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Index Rate Competitive Loan Request) and before 10:30 A.M. (New York City time) on the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Absolute Rate Competitive Loan Request) either, in its absolute discretion: (A) cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (B) accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be, by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation) of the amount of Competitive Loans for each relevant maturity date to be made by each Competitive Loan Lender (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Loan Offer of such Competitive Loan Lender, and for all maturity dates included in such Competitive Loan Offer shall be equal to or less than the aggregate maximum amount specified in such Competitive Loan Offer for all such maturity dates) and reject any remaining offers made by Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be; provided, however, that (x) the Company may not accept offers for Competitive Loans for any maturity date in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request, (y) if the Company accepts any of such offers, it must accept offers strictly based upon pricing for such relevant maturity date and no other criteria whatsoever and (z) if two or more Competitive Loan Lenders submit offers for any maturity date at identical pricing and the Company accepts any of such offers but does not wish to borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, the Company shall accept offers from all of such Competitive Loan Lenders in amounts allocated among them pro rata according to the amounts offered by such Competitive Loan Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that any Competitive Loans made by a Competitive Loan Lender on a Competitive Loan Date for each relevant maturity date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, it being agreed that to the extent that it is impossible to make allocations in accordance with the provisions of this clause (B) such allocations shall be made in accordance with the instructions of the Company). (i) If the Company notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to clause (iv) (A) above, the Administrative Agent shall give prompt telephone notice thereof to the Competitive Loan Lenders, and the Competitive Loans requested thereby shall not be made. (ii) If the Company accepts pursuant to clause (iv) (B) above one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders, the Administrative Agent shall promptly notify each Competitive Loan Lender which has made such an offer, of the aggregate amount of such Competitive Loans to be made on such Competitive Loan Date for each maturity date and of the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan Lender. Each Competitive Loan Lender which is to make a Competitive Loan shall, before 12:00 Noon (New York City time) on the Competitive Loan Date specified in the Competitive Loan Request applicable thereto, make available to the Administrative Agent at its office set forth in subsection 9.2 the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the Company as soon as practicable on such date at the Administrative Agent’s aforesaid address. As soon as practicable after each Competitive Loan Date, the Administrative Agent shall notify each Lender of the aggregate amount of Competitive Loans advanced on such Competitive Loan Date and the respective maturity dates thereof. (c) Within the limits and on the conditions set forth in this subsection 2.2, the Company may from time to time borrow under this subsection 2.2, repay pursuant to paragraph (d) below, and reborrow under this subsection 2.2. (d) The Company shall repay to the Administrative Agent for the account of each Competitive Loan Lender which has made a Competitive Loan (or the Competitive Loan Assignee in respect thereof, as the case may be) on the maturity date of each Competitive Loan (such maturity date being that specified by the Company for repayment of such Competitive Loan in the related Competitive Loan Request) the then unpaid principal amount of such Competitive Loan. The Company may not prepay any Competitive Loan without the consent of the holder thereof. (e) The Company shall pay interest on the unpaid principal amount of each Competitive Loan from the Competitive Loan Date to the stated maturity date thereof, at the rate of interest determined pursuant to paragraph (b) above (calculated on the basis of a 360 day year for actual days elapsed), payable on the interest payment date or dates specified by the Company for such Competitive Loan in the related Competitive Loan Request. If all or a portion of the principal amount of any Competitive Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount shall, without limiting any rights of any Lender under this Agreement, bear interest from the date on which such payment was due at a rate per annum which is 2% above the rate which would otherwise be applicable thereto until the scheduled maturity date with respect thereto, and for each day thereafter at a rate per annum which is 2% above the Alternate Base Rate until paid in full (as well after as before judgment).

The Competitive Loans. (a) The Lenders may make Competitive Loans to the Company from time to time on any Business Day (in the case of Competitive Loans made pursuant to an Absolute Rate Competitive Loan Request) or any Working Day (in the case of Competitive Loans made pursuant to an Index Rate Competitive Loan Request) during the period from the Closing Date until the date occurring 14 days prior to the Maturity Date in the manner set forth in this subsection 2.2 and in amounts such that the Aggregate Loans at any time outstanding shall not exceed the aggregate amount of the Loan Commitments at such time; provided, however, that the aggregate principal amount of the outstanding Competitive Loans of a Lender may (but shall not be required to) exceed its Loan Commitment. (i) The Company shall request Competitive Loans by delivering a Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon (New York City time) four Working Days prior to the proposed Competitive Loan Date (in the case of an Index Rate Competitive Loan Request), and not later than 10:00 A.M. (New York City time) one Business Day prior to the proposed Competitive Loan Date (in the case of an Absolute Rate Competitive Loan Request); provided that (i) an Index Rate Competitive Loan request shall not be made until at least one Business Day has passed since the most recent Competitive Loan Date and (ii) an Absolute Rate Competitive Loan Request shall not be made until at least four Business Days have passed since the most recent Competitive Loan Date. Each Competitive Loan Request may solicit bids for Competitive Loans in an aggregate principal amount of $10,000,000 or an integral multiple in excess of $1,000,000 thereof and for not more than three alternative maturity dates for such Competitive Loans. The maturity date for each Competitive Loan shall be not less than 7 days nor more than 180 days after the Competitive Loan Date therefor (and in any event not after the Maturity Date and in any event subject to the proviso to the definition of “"Interest Period”"). The Administrative Agent shall promptly notify each Lender by telex or facsimile transmission of the contents of each Competitive Loan Request received by it. (ii) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at the Applicable Index Rate plus or minus a margin for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s 's Loan Commitment) and the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 11:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 10:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date. (iii) In the case of an Absolute Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at a rate or rates of interest for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 9:30 A.M. (New York City time) on the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s 's Loan Commitment) and the rate or rates of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 10:15 A.M. (New York City time) on the proposed Competitive Loan Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 9:15 A.M. (New York City time) on the proposed Competitive Loan Date. (iv) The Company shall before 11:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Index Rate Competitive Loan Request) and before 10:30 A.M. (New York City time) on the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Absolute Rate Competitive Loan Request) either, in its absolute discretion: (A) cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (B) accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be, by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation) of the amount of Competitive Loans for each relevant maturity date to be made by each Competitive Loan Lender (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Loan Offer of such Competitive Loan Lender, and for all maturity dates included in such Competitive Loan Offer shall be equal to or less than the aggregate maximum amount specified in such Competitive Loan Offer for all such maturity dates) and reject any remaining offers made by Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be; provided, however, that (x) the Company may not accept offers for Competitive Loans for any maturity date in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request, (y) if the Company accepts any of such offers, it must accept offers strictly based upon pricing for such relevant maturity date and no other criteria whatsoever and (z) if two or more Competitive Loan Lenders submit offers for any maturity date at identical pricing and the Company accepts any of such offers but does not wish to borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, the Company shall accept offers from all of such 15 Competitive Loan Lenders in amounts allocated among them pro rata according to the amounts offered by such Competitive Loan Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that any Competitive Loans made by a Competitive Loan Lender on a Competitive Loan Date for each relevant maturity date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, it being agreed that to the extent that it is impossible to make allocations in accordance with the provisions of this clause (B) such allocations shall be made in accordance with the instructions of the Company). (iv) If the Company notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to clause (iv) (A) above, the Administrative Agent shall give prompt telephone notice thereof to the Competitive Loan Lenders, and the Competitive Loans requested thereby shall not be made. (iivi) If the Company accepts pursuant to clause (iv) (B) above one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders, the Administrative Agent shall promptly notify each Competitive Loan Lender which has made such an offer, offer of the aggregate amount of such Competitive Loans to be made on such Competitive Loan Date for each maturity date and of the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan Lender. Each Competitive Loan Lender which is to make a Competitive Loan shall, before 12:00 Noon (New York City time) on the Competitive Loan Date specified in the Competitive Loan Request applicable thereto, make available to the Administrative Agent at its office set forth in subsection 9.2 the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the Company as soon as practicable on such date at the Administrative Agent’s 's aforesaid address. As soon as practicable after each Competitive Loan Date, the Administrative Agent shall notify each Lender of the aggregate amount of Competitive Loans advanced on such Competitive Loan Date and the respective maturity dates thereof. (c) Within the limits and on the conditions set forth in this subsection 2.2, the Company may from time to time borrow under this subsection 2.2, repay pursuant to paragraph (d) below, and reborrow under this subsection 2.2. (d) The Company shall repay to the Administrative Agent for the account of each Competitive Loan Lender which has made a Competitive Loan (or the Competitive Loan Assignee in respect thereof, as the case may be) on the maturity date of each Competitive Loan (such maturity date being that specified by the Company for repayment of such Competitive Loan in the related Competitive Loan Request) the then unpaid principal amount of such Competitive Loan. The Company may shall not have the right to prepay any principal amount of any Competitive Loan without the consent of the holder thereofLoan. (e) The Company shall pay interest on the unpaid principal amount of each Competitive Loan from the Competitive Loan Date to the stated maturity date thereof, at the rate of interest determined pursuant to paragraph (b) above (calculated on the basis of a 360 day year for actual days elapsed), payable on the interest payment date or dates specified by the Company for such Competitive Loan in the related Competitive Loan Request. If all or a portion of the principal amount of any Competitive Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount shall, without limiting any rights of any Lender under this Agreement, bear 16 interest from the date on which such payment was due at a rate per annum which is 2% above the rate which would otherwise be applicable thereto until the scheduled maturity date with respect thereto, and for each day thereafter at a rate per annum which is 2% above the Alternate Base Rate until paid in full (as well after as before judgment).

The Competitive Loans. (a) The Lenders may make Competitive Loans to the Company from time to time on any Business Day (in the case of Competitive Loans made pursuant to an Absolute Rate Competitive Loan Request) or any Working Day (in the case of Competitive Loans made pursuant to an Index Rate Competitive Loan Request) during the period from the Closing Date until the date occurring 14 days prior to the Maturity Date in the manner set forth in this subsection 2.2 and in amounts such that the Aggregate Loans at any time outstanding shall not exceed the aggregate amount of the Loan Commitments at such time; provided, however, that the aggregate principal amount of the outstanding Competitive Loans of a Lender may (but shall not be required to) exceed its Loan Commitment. (i) The Company shall request Competitive Loans by delivering a Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon (New York City time) four Working Days prior to the proposed Competitive Loan Date (in the case of an Index Rate Competitive Loan Request), and not later than 10:00 A.M. (New York City time) one Business Day prior to the proposed Competitive Loan Date (in the case of an Absolute Rate Competitive Loan Request); provided that (i) an Index Rate Competitive Loan request shall not be made until at least one Business Day has passed since the most recent Competitive Loan Date and (ii) an Absolute Rate Competitive Loan Request shall not be made until at least four Business Days have passed since the most recent Competitive Loan Date. Each Competitive Loan Request may solicit bids for Competitive Loans in an aggregate principal amount of $10,000,000 or an integral multiple in excess of $1,000,000 thereof and for not more than three alternative maturity dates for such Competitive Loans. The maturity date for each Competitive Loan shall be not less than 7 days nor more than 180 days after the Competitive Loan Date therefor (and in any event not after the Maturity Date and in any event subject to the proviso to the definition of “"Interest Period”"). The Administrative Agent shall promptly notify each Lender by telex or facsimile transmission of the contents of each Competitive Loan Request received by it. (ii) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at the Applicable Index Rate plus or minus a margin for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s 's Loan Commitment) and the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 11:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 10:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date. (iii) In the case of an Absolute Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at a rate or rates of interest for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 9:30 A.M. (New York City time) on the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s 's Loan Commitment) and the rate or rates of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 10:15 A.M. (New York City time) on the proposed Competitive Loan Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 9:15 A.M. (New York City time) on the proposed Competitive Loan Date. (iv) The Company shall before 11:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Index Rate Competitive Loan Request) and before 10:30 A.M. (New York City time) on the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Absolute Rate Competitive Loan Request) either, in its absolute discretion: (A) cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (B) accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be, by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation) of the amount of Competitive Loans for each relevant maturity date to be made by each Competitive Loan Lender (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Loan Offer of such Competitive Loan Lender, and for all maturity dates included in such Competitive Loan Offer shall be equal to or less than the aggregate maximum amount specified in such Competitive Loan Offer for all such maturity dates) and reject any remaining offers made by Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be; provided, however, that (x) the Company may not accept offers for Competitive Loans for any maturity date in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request, (y) if the Company accepts any of such offers, it must accept offers strictly based upon pricing for such relevant maturity date and no other criteria whatsoever and (z) if two or more Competitive Loan Lenders submit offers for any maturity date at identical pricing and the Company accepts any of such offers but does not wish to borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, the Company shall accept offers from all of such Competitive Loan Lenders in amounts allocated among them pro rata according to the amounts offered by such Competitive Loan Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that any Competitive Loans made by a Competitive Loan Lender on a Competitive Loan Date for each relevant maturity date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, it being agreed that to the extent that it is impossible to make allocations in accordance with the provisions of this clause (B) such allocations shall be made in accordance with the instructions of the Company).. 18 (iv) If the Company notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to clause (iv) (A) above, the Administrative Agent shall give prompt telephone notice thereof to the Competitive Loan Lenders, and the Competitive Loans requested thereby shall not be made. (iivi) If the Company accepts pursuant to clause (iv) (B) above one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders, the Administrative Agent shall promptly notify each Competitive Loan Lender which has made such an offer, offer of the aggregate amount of such Competitive Loans to be made on such Competitive Loan Date for each maturity date and of the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan Lender. Each Competitive Loan Lender which is to make a Competitive Loan shall, before 12:00 Noon (New York City time) on the Competitive Loan Date specified in the Competitive Loan Request applicable thereto, make available to the Administrative Agent at its office set forth in subsection 9.2 the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the Company as soon as practicable on such date at the Administrative Agent’s 's aforesaid address. As soon as practicable after each Competitive Loan Date, the Administrative Agent shall notify each Lender of the aggregate amount of Competitive Loans advanced on such Competitive Loan Date and the respective maturity dates thereof. (c) Within the limits and on the conditions set forth in this subsection 2.2, the Company may from time to time borrow under this subsection 2.2, repay pursuant to paragraph (d) below, and reborrow under this subsection 2.2. (d) The Company shall repay to the Administrative Agent for the account of each Competitive Loan Lender which has made a Competitive Loan (or the Competitive Loan Assignee in respect thereof, as the case may be) on the maturity date of each Competitive Loan (such maturity date being that specified by the Company for repayment of such Competitive Loan in the related Competitive Loan Request) the then unpaid principal amount of such Competitive Loan. The Company may not prepay any Competitive Loan without the consent of the holder thereof. (e) The Company shall pay interest on the unpaid principal amount of each Competitive Loan from the Competitive Loan Date to the stated maturity date thereof, at the rate of interest determined pursuant to paragraph (b) above (calculated on the basis of a 360 day year for actual days elapsed), payable on the interest payment date or dates specified by the Company for such Competitive Loan in the related Competitive Loan Request. If all or a portion of the principal amount of any Competitive Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount shall, without limiting any rights of any Lender under this Agreement, bear interest from the date on which such payment was due at a rate per annum which is 2% above the rate which would otherwise be applicable thereto until the scheduled maturity date with respect thereto, and for each day thereafter at a rate per annum which is 2% above the Alternate Base Rate until paid in full (as well after as before judgment).

The Competitive Loans. (a) The Lenders may make Competitive Loans to the Company from time to time on any Business Day (in the case of Competitive Loans made pursuant to an Absolute Rate Competitive Loan Request) or any Working Day (in the case of Competitive Loans made pursuant to an Index Rate Competitive Loan Request) during the period from the Closing Date until the date occurring 14 days prior to the Maturity Date in the manner set forth in this subsection 2.2 and in amounts such that the Aggregate Loans at any time outstanding shall not exceed the aggregate amount of the Loan Commitments at such time; provided, however, that the aggregate principal amount of the outstanding Competitive Loans of a Lender may (but shall not be required to) exceed its Loan Commitment. (i) The Company shall request Competitive Loans by delivering a Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon (New York City time) four Working Days prior to the proposed Competitive Loan Date (in the case of an Index Rate Competitive Loan Request), and not later than 10:00 A.M. (New York City time) one Business Day prior to the proposed Competitive Loan Date (in the case of an Absolute Rate Competitive Loan Request); provided that (i) an Index Rate Competitive Loan request shall not be made until at least one Business Day has passed since the most recent Competitive Loan Date and (ii) an Absolute Rate Competitive Loan Request shall not be made until at least four Business Days have passed since the most recent Competitive Loan Date. Each Competitive Loan Request may solicit bids for Competitive Loans in an aggregate principal amount of $10,000,000 or an integral multiple in excess of $1,000,000 thereof and for not more than three alternative maturity dates for such Competitive Loans. The maturity date for each Competitive Loan shall be not less than 7 days nor more than 180 60 days after the Competitive Loan Date therefor (and in any event not after the Maturity Date and in any event subject to the proviso to the definition of “Interest Period”). The Administrative Agent shall promptly notify each Lender by facsimile transmission of the contents of each Competitive Loan Request received by it. (iii) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at the Applicable Index Rate plus or minus a margin for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s Loan Commitment) and the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 11:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 10:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date. (iiiii) In the case of an Absolute Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at a rate or rates of interest for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 9:30 A.M. (New York City time) on the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s Loan Commitment) and the rate or rates of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 10:15 A.M. (New York City time) on the proposed Competitive Loan Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 9:15 A.M. (New York City time) on the proposed Competitive Loan Date. (iviii) The Company shall before 11:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Index Rate Competitive Loan Request) and before 10:30 A.M. (New York City time) on the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Absolute Rate Competitive Loan Request) either, in its absolute discretion: (A) cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (B) accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be, by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation) of the amount of Competitive Loans for each relevant maturity date to be made by each Competitive Loan Lender (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Loan Offer of such Competitive Loan Lender, and for all maturity dates included in such Competitive Loan Offer shall be equal to or less than the aggregate maximum amount specified in such Competitive Loan Offer for all such maturity dates) and reject any remaining offers made by Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be; provided, however, that (x) the Company may not accept offers for Competitive Loans for any maturity date in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request, (y) if the Company accepts any of such offers, it must accept offers strictly based upon pricing for such relevant maturity date and no other criteria whatsoever and (z) if two or more Competitive Loan Lenders submit offers for any maturity date at identical pricing and the Company accepts any of such offers but does not wish to borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, the Company shall accept offers from all of such Competitive Loan Lenders in amounts allocated among them pro rata according to the amounts offered by such Competitive Loan Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that any Competitive Loans made by a Competitive Loan Lender on a Competitive Loan Date for each relevant maturity date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, it being agreed that to the extent that it is impossible to make allocations in accordance with the provisions of this clause (B) such allocations shall be made in accordance with the instructions of the Company). (i) If the Company notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to clause (iv) (A) above, the Administrative Agent shall give prompt telephone notice thereof to the Competitive Loan Lenders, and the Competitive Loans requested thereby shall not be made. (ii) If the Company accepts pursuant to clause (iv) (B) above one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders, the Administrative Agent shall promptly notify each Competitive Loan Lender which has made such an offer, of the aggregate amount of such Competitive Loans to be made on such Competitive Loan Date for each maturity date and of the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan Lender. Each Competitive Loan Lender which is to make a Competitive Loan shall, before 12:00 Noon (New York City time) on the Competitive Loan Date specified in the Competitive Loan Request applicable thereto, make available to the Administrative Agent at its office set forth in subsection 9.2 the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the Company as soon as practicable on such date at the Administrative Agent’s aforesaid address. As soon as practicable after each Competitive Loan Date, the Administrative Agent shall notify each Lender of the aggregate amount of Competitive Loans advanced on such Competitive Loan Date and the respective maturity dates thereof. (c) Within the limits and on the conditions set forth in this subsection 2.2, the Company may from time to time borrow under this subsection 2.2, repay pursuant to paragraph (d) below, and reborrow under this subsection 2.2. (d) The Company shall repay to the Administrative Agent for the account of each Competitive Loan Lender which has made a Competitive Loan (or the Competitive Loan Assignee in respect thereof, as the case may be) on the maturity date of each Competitive Loan (such maturity date being that specified by the Company for repayment of such Competitive Loan in the related Competitive Loan Request) the then unpaid principal amount of such Competitive Loan. The Company may not prepay any Competitive Loan without the consent of the holder thereof. (e) The Company shall pay interest on the unpaid principal amount of each Competitive Loan from the Competitive Loan Date to the stated maturity date thereof, at the rate of interest determined pursuant to paragraph (b) above (calculated on the basis of a 360 day year for actual days elapsed), payable on the interest payment date or dates specified by the Company for such Competitive Loan in the related Competitive Loan Request. If all or a portion of the principal amount of any Competitive Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount shall, without limiting any rights of any Lender under this Agreement, bear interest from the date on which such payment was due at a rate per annum which is 2% above the rate which would otherwise be applicable thereto until the scheduled maturity date with respect thereto, and for each day thereafter at a rate per annum which is 2% above the Alternate Base Rate until paid in full (as well after as before judgment).

The Competitive Loans. (a) The Lenders may make Competitive Loans to the Company from time to time on any Business Day (in the case of Competitive Loans made pursuant to an Absolute Rate Competitive Loan Request) or any Working Day (in the case of Competitive Loans made pursuant to an Index Rate Competitive Loan Request) during the period from the Closing Date until the date occurring 14 days prior to the Maturity Date in the manner set forth in this subsection 2.2 and in amounts such that the Aggregate Loans at any time outstanding shall not exceed the aggregate amount of the Loan Commitments at such time; provided, however, that the aggregate principal amount of the outstanding Competitive Loans of a Lender may (but shall not be required to) exceed its Loan Commitment. (i) The Company shall request Competitive Loans by delivering a Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon (New York City time) four Working Days prior to the proposed Competitive Loan Date (in the case of an Index Rate Competitive Loan Request), and not later than 10:00 A.M. (New York City time) one Business Day prior to the proposed Competitive Loan Date (in the case of an Absolute Rate Competitive Loan Request); provided that (i) an Index Rate Competitive Loan request shall not be made until at least one Business Day has passed since the most recent Competitive Loan Date and (ii) an Absolute Rate Competitive Loan Request shall not be made until at least four Business Days have passed since the most recent Competitive Loan Date. Each Competitive Loan Request may solicit bids for Competitive Loans in an aggregate principal amount of $10,000,000 or an integral multiple in excess of $1,000,000 thereof and for not more than three alternative maturity dates for such Competitive Loans. The maturity date for each Competitive Loan shall be not less than 7 days nor more than 180 days after the Competitive Loan Date therefor (and in any event not after the Maturity Date and in any event subject to the proviso to the definition of “"Interest Period”"). The Administrative Agent shall promptly notify each Lender by telex or facsimile transmission of the contents of each Competitive Loan Request received by it. (ii) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at the Applicable Index Rate plus or minus a margin for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s 's Loan Commitment) and the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 11:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 10:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date. (iii) In the case of an Absolute Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at a rate or rates of interest for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 9:30 A.M. (New York City time) on the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s 's Loan Commitment) and the rate or rates of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 10:15 A.M. (New York City time) on the proposed Competitive Loan Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 9:15 A.M. (New York City time) on the proposed Competitive Loan Date. (iv) The Company shall before 11:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Index Rate Competitive Loan Request) and before 10:30 A.M. (New York City time) on the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Absolute Rate Competitive Loan Request) either, in its absolute discretion: (A) cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (B) accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be, by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation) of the amount of Competitive Loans for each relevant maturity date to be made by each Competitive Loan Lender (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Loan Offer of such Competitive Loan Lender, and for all maturity dates included in such Competitive Loan Offer shall be equal to or less than the aggregate maximum amount specified in such Competitive Loan Offer for all such maturity dates) and reject any remaining offers made by Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be; provided, however, that (x) the Company may not accept offers for Competitive Loans for any maturity date in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request, (y) if the Company accepts any of such offers, it must accept offers strictly based upon pricing for such relevant maturity date and no other criteria whatsoever and (z) if two or more Competitive Loan Lenders submit offers for any maturity date at identical pricing and the Company accepts any of such offers but does not wish to borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, the Company shall accept offers from all of such Competitive Loan Lenders in amounts allocated among them pro rata according to the amounts offered by such Competitive Loan Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that any Competitive Loans made by a Competitive Loan Lender on a Competitive Loan Date for each relevant maturity date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, it being agreed that to the extent that it is impossible to make allocations in accordance with the provisions of this clause (B) such allocations shall be made in accordance with the instructions of the Company). (iv) If the Company notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to clause (iv) (A) above, the Administrative Agent shall give prompt telephone notice thereof to the Competitive Loan Lenders, and the Competitive Loans requested thereby shall not be made. (iivi) If the Company accepts pursuant to clause (iv) (B) above one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders, the Administrative Agent shall promptly notify each Competitive Loan Lender which has made such an offer, of the aggregate amount of such Competitive Loans to be made on such Competitive Loan Date for each maturity date and of the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan Lender. Each Competitive Loan Lender which is to make a Competitive Loan shall, before 12:00 Noon (New York City time) on the Competitive Loan Date specified in the Competitive Loan Request applicable thereto, make available to the Administrative Agent at its office set forth in subsection 9.2 the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the Company as soon as practicable on such date at the Administrative Agent’s 's aforesaid address. As soon as practicable after each Competitive Loan Date, the Administrative Agent shall notify each Lender of the aggregate amount of Competitive Loans advanced on such Competitive Loan Date and the respective maturity dates thereof. (c) Within the limits and on the conditions set forth in this subsection 2.2, the Company may from time to time borrow under this subsection 2.2, repay pursuant to paragraph (d) below, and reborrow under this subsection 2.2. (d) The Company shall repay to the Administrative Agent for the account of each Competitive Loan Lender which has made a Competitive Loan (or the Competitive Loan Assignee in respect thereof, as the case may be) on the maturity date of each Competitive Loan (such maturity date being that specified by the Company for repayment of such Competitive Loan in the related Competitive Loan Request) the then unpaid principal amount of such Competitive Loan. The Company may shall not have the right to prepay any principal amount of any Competitive Loan without the consent of the holder thereofLoan. (e) The Company shall pay interest on the unpaid principal amount of each Competitive Loan from the Competitive Loan Date to the stated maturity date thereof, at the rate of interest determined pursuant to paragraph (b) above (calculated on the basis of a 360 day year for actual days elapsed), payable on the interest payment date or dates specified by the Company for such Competitive Loan in the related Competitive Loan Request. If all or a portion of the principal amount of any Competitive Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount shall, without limiting any rights of any Lender under this Agreement, bear interest from the date on which such payment was due at a rate per annum which is 2% above the rate which would otherwise be applicable thereto until the scheduled maturity date with respect thereto, and for each day thereafter at a rate per annum which is 2% above the Alternate Base Rate until paid in full (as well after as before judgment).

The Competitive Loans. (a) The On the terms and subject to the Competitive Bid Procedure set forth in this Section 2.20, the Company may request Competitive Bids of the Lenders and each Lender may make Competitive Loans available to the Company from one or more Competitive Loans. The amount of any Competitive Borrowing made at any time shall not exceed the Available Credit at such time. Each such Competitive Borrowing shall be comprised of one or more Eurodollar Competitive Loans or Fixed Rate Loans. (b) In order to time on any Business Day request Competitive Bids, the Company shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request, to be received by the Administrative Agent (i) in the case of a Eurodollar Competitive Loans made pursuant to an Absolute Rate Borrowing, not later than 10:30 A.M., New York City time, four Business Days before a proposed Competitive Loan RequestBorrowing and (ii) or any Working Day (in the case of a Fixed Rate Borrowing, not later than 10:30 A.M., New York City time, one Business Day before a proposed Competitive Borrowing. Such Competitive Bid Request shall be accompanied by a fee of $2,500 payable to the Administrative Agent for its account. A Competitive Bid Request that does not conform substantially to the format of Exhibit I may be rejected in the Administrative Agent's discretion (exercised in good faith), and the Administrative Agent shall promptly notify the Company of such rejection by telecopier. Each Competitive Bid Request shall refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $1,000,000 or an integral multiple thereof and (z) the Interest Period with respect thereto. After its receipt of a Competitive Bid Request that is not rejected as aforesaid and receipt of payment of the $2,500 fee referred to above, the Administrative Agent shall promptly (and in any event by 5:00 P.M., New York City time, on the date of such receipt if such receipt occurs by the time specified in the first sentence of this paragraph), by sending a Notice of Competitive Bid Request by telecopier, invite the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans made pursuant to an Index the Competitive Bid Request. (c) Each Lender may, in its sole discretion, make one or more Competitive Bids to the Company responsive to a Competitive Bid Request. Each Competitive Bid must be in the form of Exhibit K hereto and be received by the Administrative Agent via telecopier (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 A.M., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 A.M., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be acceptable. Competitive Bids that do not conform substantially to the format of Exhibit K may be rejected by the Administrative Agent after conferring with, and upon the instruction of, the Borrower, and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount of the Competitive Loan Requestor Loans that the Lender is willing to make to the Company (which amount may exceed such Lender's Revolving Credit Commitment, shall be in a minimum principal amount of $1,000,000 or an integral multiple thereof and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower), (y) during the period from Competitive Bid Rate or Rates at which the Closing Date until Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. A Competitive Bid submitted pursuant to this paragraph (c) shall be irrevocable (subject to the satisfaction of the conditions to borrowing set forth in Article III). (d) The Administrative Agent shall promptly (and in any event by 10:30 A.M., New York City time, on the date occurring 14 days prior on which such Competitive Bids shall have been made) notify the Company by telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Maturity Date in Company for its records as soon as practicable after completion of the manner bidding process set forth in this subsection 2.2 Section 2.20. (e) The Company may in its sole and absolute discretion, subject only to the provisions of this paragraph (e), accept or reject any Competitive Bid referred to in amounts such that paragraph (c) above. The Company shall notify the Aggregate Loans at Administrative Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any time outstanding shall of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Borrowing, not exceed later than 11:00 A.M., New York City time, four Business Days before a proposed Competitive Borrowing, and (y) in the aggregate amount case of the Loan Commitments at such a Fixed Rate Borrowing, not later than 11:00 A.M., New York City time, one Business Day before a proposed Competitive Borrowing; provided, however, that (i) the failure by the Company to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the Company shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate principal amount of the outstanding Competitive Loans of a Lender may (but Bids accepted by the Company shall not be required toexceed the principal amount specified in the Competitive Bid Request, (iv) exceed its Loan Commitment. (i) The if the Company shall request accept a bid or bids made at a particular Competitive Loans Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by delivering it to exceed the amount specified in the Competitive Bid Request, then the Company shall accept a Competitive Loan Request portion of such bid or bids in an amount equal to the Administrative Agentamount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, not later than 12:00 Noon (New York City time) four Working Days prior to the proposed Competitive Loan Date (which acceptance, in the case of an Index Rate multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan Request), and not later than 10:00 A.M. (New York City time) one Business Day prior to the proposed unless such Competitive Loan Date (is in the case of an Absolute Rate Competitive Loan Request); provided that (i) an Index Rate Competitive Loan request shall not be made until at least one Business Day has passed since the most recent Competitive Loan Date and (ii) an Absolute Rate Competitive Loan Request shall not be made until at least four Business Days have passed since the most recent Competitive Loan Date. Each Competitive Loan Request may solicit bids for Competitive Loans in an aggregate a minimum principal amount of $10,000,000 or an integral multiple in excess of $1,000,000 thereof and for not more than three alternative maturity dates for such Competitive Loans1,000,000. The maturity date for each Competitive Loan A notice given by the Company pursuant to this paragraph (e) shall be not less than 7 days nor more than 180 days after the Competitive Loan Date therefor irrevocable. (and in any event not after the Maturity Date and in any event subject to the proviso to the definition of “Interest Period”). f) The Administrative Agent shall promptly notify each bidding Lender by facsimile transmission of the contents of each whether or not its Competitive Loan Request received by it. Bid has been accepted (ii) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that electsand if so, in its sole discretion, to do so, shall irrevocably offer to make one or more what amount and at what Competitive Loans at the Applicable Index Rate plus or minus a margin for each such Competitive Loan determined Bid Rate) by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made telecopy sent by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for and each maturity date, and the aggregate maximum amount for all maturity dates, which such Lender would be willing to make (which amounts maysuccessful bidder will thereupon become bound, subject to subsection 2.2(a)the other applicable conditions hereof, exceed such Competitive Loan Lender’s Loan Commitment) and the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 11:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 10:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date. (iii) In the case of an Absolute Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at a rate or rates of interest for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 9:30 A.M. (New York City time) on the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s Loan Commitment) and the rate or rates of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 10:15 A.M. (New York City time) on the proposed Competitive Loan Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 9:15 A.M. (New York City time) on the proposed Competitive Loan Date. (iv) The Company shall before 11:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Index Rate Competitive Loan Request) and before 10:30 A.M. (New York City time) on the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Absolute Rate Competitive Loan Request) either, in its absolute discretion: (A) cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (B) accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be, by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation) of the amount of Competitive Loans for each relevant maturity date to be made by each Competitive Loan Lender (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Loan Offer in respect of such Competitive Loan Lender, and for all maturity dates included in such Competitive Loan Offer shall be equal to or less than the aggregate maximum amount specified in such Competitive Loan Offer for all such maturity dates) and reject any remaining offers made by Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may bewhich its bid has been accepted; provided, however, that (x) at no time may the Company may not accept offers for Competitive Loans for any maturity date in an aggregate outstanding principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request, (y) if the Company accepts any of such offers, it must accept offers strictly based upon pricing for such relevant maturity date and no other criteria whatsoever and (z) if two or more Competitive Loan Lenders submit offers for any maturity date at identical pricing and the Company accepts any of such offers but does not wish to borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, the Company shall accept offers from all of such Competitive Loans exceed the Available Credit. The Available Credit shall be reduced by the amount of any Competitive Loan Lenders made and each Lender's Ratable Portion of the Available Credit shall be reduced by its Ratable Portion of such reduction. Conversely, the Available Credit shall be increased by the amount of any repayment of any Competitive Loan and each Lender's Ratable Portion of the Available Credit shall be increased by its Ratable Portion of such repayment. (g) A Competitive Bid request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless the Company and the Administrative Agent shall mutually agree otherwise. (h) If the Administrative Agent shall elect to submit a Competitive Bid in amounts allocated among them pro rata according its capacity as a Lender, it shall submit such bid directly to the amounts offered by such Competitive Loan Company at least fifteen minutes earlier than the latest time at which the other Lenders (or as nearly pro rata as shall be practicable after giving effect are required to submit their bids to the requirement that any Competitive Loans made by a Competitive Loan Lender on a Competitive Loan Date for each relevant maturity date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, it being agreed that Administrative Agent pursuant to the extent that it is impossible to make allocations in accordance with the provisions of this clause paragraph (Bc) such allocations shall be made in accordance with the instructions of the Company)above. (i) If the Company notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to clause (iv) (A) above, the Administrative Agent All notices required by this Section 2.20 shall give prompt telephone notice thereof to the Competitive Loan Lenders, and the Competitive Loans requested thereby shall not be madegiven in accordance with Section 11.2. (ii) If the Company accepts pursuant to clause (iv) (B) above one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders, the Administrative Agent shall promptly notify each Competitive Loan Lender which has made such an offer, of the aggregate amount of such Competitive Loans to be made on such Competitive Loan Date for each maturity date and of the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan Lender. Each Competitive Loan Lender which is to make a Competitive Loan shall, before 12:00 Noon (New York City time) on the Competitive Loan Date specified in the Competitive Loan Request applicable thereto, make available to the Administrative Agent at its office set forth in subsection 9.2 the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the Company as soon as practicable on such date at the Administrative Agent’s aforesaid address. As soon as practicable after each Competitive Loan Date, the Administrative Agent shall notify each Lender of the aggregate amount of Competitive Loans advanced on such Competitive Loan Date and the respective maturity dates thereof. (c) Within the limits and on the conditions set forth in this subsection 2.2, the Company may from time to time borrow under this subsection 2.2, repay pursuant to paragraph (d) below, and reborrow under this subsection 2.2. (d) The Company shall repay to the Administrative Agent for the account of each Competitive Loan Lender which has made a Competitive Loan (or the Competitive Loan Assignee in respect thereof, as the case may be) on the maturity date of each Competitive Loan (such maturity date being that specified by the Company for repayment of such Competitive Loan in the related Competitive Loan Request) the then unpaid principal amount of such Competitive Loan. The Company may not prepay any Competitive Loan without the consent of the holder thereof. (e) The Company shall pay interest on the unpaid principal amount of each Competitive Loan from the Competitive Loan Date to the stated maturity date thereof, at the rate of interest determined pursuant to paragraph (b) above (calculated on the basis of a 360 day year for actual days elapsed), payable on the interest payment date or dates specified by the Company for such Competitive Loan in the related Competitive Loan Request. If all or a portion of the principal amount of any Competitive Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount shall, without limiting any rights of any Lender under this Agreement, bear interest from the date on which such payment was due at a rate per annum which is 2% above the rate which would otherwise be applicable thereto until the scheduled maturity date with respect thereto, and for each day thereafter at a rate per annum which is 2% above the Alternate Base Rate until paid in full (as well after as before judgment).

The Competitive Loans. (a) The Lenders may make Competitive Loans to the Company from time to time on any Business Day (in the case of Competitive Loans made pursuant to an Absolute Rate Competitive Loan Request) or any Working Day (in the case of Competitive Loans made pursuant to an Index Rate Competitive Loan Request) during the period from the Closing Date until the date occurring 14 days prior to the Maturity Date in the manner set forth in this subsection 2.2 and in amounts such that the Aggregate Loans Total Extensions of Credit at any time outstanding shall not exceed the aggregate amount of the Loan Commitments at such time; provided, however, that the aggregate principal amount of the outstanding Competitive Loans of a Lender may (but shall not be required to) exceed its Loan Commitment. (i) The Company shall request Competitive Loans by delivering a Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon (New York City time) four Working Days prior to the proposed Competitive Loan Date (in the case of an Index Rate Competitive Loan Request), and not later than 10:00 A.M. (New York City time) one Business Day prior to the proposed Competitive Loan Date (in the case of an Absolute Rate Competitive Loan Request); provided that (i) an Index Rate Competitive Loan request shall not be made until at least one Business Day has passed since the most recent Competitive Loan Date and (ii) an Absolute Rate Competitive Loan Request shall not be made until at least four Business Days have passed since the most recent Competitive Loan Date. Each Competitive Loan Request may solicit bids for Competitive Loans in an aggregate principal amount of $10,000,000 or an integral multiple in excess of $1,000,000 thereof and for not more than three alternative maturity dates for such Competitive Loans. The maturity date for each Competitive Loan shall be not less than 7 days nor more than 180 days after the Competitive Loan Date therefor (and in any event not after the Maturity Date and in any event subject to the proviso to the definition of “Interest Period”). The Administrative Agent shall promptly notify each Lender by facsimile transmission of the contents of each Competitive Loan Request received by it. (ii) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at the Applicable Index Rate plus or minus a margin for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s Loan Commitment) and the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 11:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 10:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date. (iii) In the case of an Absolute Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at a rate or rates of interest for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 9:30 A.M. (New York City time) on the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s Loan Commitment) and the rate or rates of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 10:15 A.M. (New York City time) on the proposed Competitive Loan Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 9:15 A.M. (New York City time) on the proposed Competitive Loan Date. (iv) The Company shall before 11:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Index Rate Competitive Loan Request) and before 10:30 A.M. (New York City time) on the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Absolute Rate Competitive Loan Request) either, in its absolute discretion: (A) cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (B) accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be, by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation) of the amount of Competitive Loans for each relevant maturity date to be made by each Competitive Loan Lender (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Loan Offer of such Competitive Loan Lender, and for all maturity dates included in such Competitive Loan Offer shall be equal to or less than the aggregate maximum amount specified in such Competitive Loan Offer for all such maturity dates) and reject any remaining offers made by Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be; provided, however, that (x) the Company may not accept offers for Competitive Loans for any maturity date in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request, (y) if the Company accepts any of such offers, it must accept offers strictly based upon pricing for such relevant maturity date and no other criteria whatsoever and (z) if two or more Competitive Loan Lenders submit offers for any maturity date at identical pricing and the Company accepts any of such offers but does not wish to borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, the Company shall accept offers from all of such Competitive Loan Lenders in amounts allocated among them pro rata according to the amounts offered by such Competitive Loan Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that any Competitive Loans made by a Competitive Loan Lender on a Competitive Loan Date for each relevant maturity date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, it being agreed that to the extent that it is impossible to make allocations in accordance with the provisions of this clause (B) such allocations shall be made in accordance with the instructions of the Company). (i) If the Company notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to clause (iv) (A) above, the Administrative Agent shall give prompt telephone notice thereof to the Competitive Loan Lenders, and the Competitive Loans requested thereby shall not be made. (ii) If the Company accepts pursuant to clause (iv) (B) above one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders, the Administrative Agent shall promptly notify each Competitive Loan Lender which has made such an offer, of the aggregate amount of such Competitive Loans to be made on such Competitive Loan Date for each maturity date and of the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan Lender. Each Competitive Loan Lender which is to make a Competitive Loan shall, before 12:00 Noon (New York City time) on the Competitive Loan Date specified in the Competitive Loan Request applicable thereto, make available to the Administrative Agent at its office set forth in subsection 9.2 10.2 the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the Company as soon as practicable on such date at the Administrative Agent’s aforesaid address. As soon as practicable after each Competitive Loan Date, the Administrative Agent shall notify each Lender of the aggregate amount of Competitive Loans advanced on such Competitive Loan Date and the respective maturity dates thereof. (c) Within the limits and on the conditions set forth in this subsection 2.2, the Company may from time to time borrow under this subsection 2.2, repay pursuant to paragraph (d) below, and reborrow under this subsection 2.2. (d) The Company shall repay to the Administrative Agent for the account of each Competitive Loan Lender which has made a Competitive Loan (or the Competitive Loan Assignee in respect thereof, as the case may be) on the maturity date of each Competitive Loan (such maturity date being that specified by the Company for repayment of such Competitive Loan in the related Competitive Loan Request) the then unpaid principal amount of such Competitive Loan. The Company may not prepay any Competitive Loan without the consent of the holder thereof. (e) The Company shall pay interest on the unpaid principal amount of each Competitive Loan from the Competitive Loan Date to the stated maturity date thereof, at the rate of interest determined pursuant to paragraph (b) above (calculated on the basis of a 360 day year for actual days elapsed), payable on the interest payment date or dates specified by the Company for such Competitive Loan in the related Competitive Loan Request. If all or a portion of the principal amount of any Competitive Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount shall, without limiting any rights of any Lender under this Agreement, bear interest from the date on which such payment was due at a rate per annum which is 2% above the rate which would otherwise be applicable thereto until the scheduled maturity date with respect thereto, and for each day thereafter at a rate per annum which is 2% above the Alternate Base Rate until paid in full (as well after as before judgment).

The Competitive Loans. (a) The Lenders may make Competitive Loans to the Company from time to time on any Business Day (in the case of Competitive Loans made pursuant to an Absolute Rate Competitive Loan Request) or any Working Day (in the case of Competitive Loans made pursuant to an Index Rate Competitive Loan Request) during the period from the Closing Date until the date occurring 14 days prior to the Maturity Date in the manner set forth in this subsection 2.2 and in amounts such that the Aggregate Loans at any time outstanding shall not exceed the aggregate amount of the Loan Commitments at such time; provided, however, that the aggregate principal amount of the outstanding Competitive Loans of a Lender may (but shall not be required to) exceed its Loan Commitment. (i) The Company shall request Competitive Loans by delivering a Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon (New York City time) four Working Days prior to the proposed Competitive Loan Date (in the case of an Index Rate Competitive Loan Request), and not later than 10:00 A.M. (New York City time) one Business Day prior to the proposed Competitive Loan Date (in the case of an Absolute Rate Competitive Loan Request); provided that (i) an Index Rate Competitive Loan request shall not be made until at least one Business Day has passed since the most recent Competitive Loan Date and (ii) an Absolute Rate Competitive Loan Request shall not be made until at least four Business Days have passed since the most recent Competitive Loan Date. Each Competitive Loan Request may solicit bids for Competitive Loans in an aggregate principal amount of $10,000,000 or an integral multiple in excess of $1,000,000 thereof and for not more than three alternative maturity dates for such Competitive Loans. The maturity date for each Competitive Loan shall be not less than 7 days nor more than 180 days after the Competitive Loan Date therefor (and in any event not after the Maturity Date and in any event subject to the proviso to the definition of “"Interest Period”"). The Administrative Agent shall promptly notify each Lender by telex or facsimile transmission of the contents of each Competitive Loan Request received by it. (ii) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at the Applicable Index Rate plus or minus a margin for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s 's Loan Commitment) and the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 11:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 10:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date. (iii) In the case of an Absolute Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at a rate or rates of interest for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 9:30 A.M. (New York City time) on the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s 's Loan Commitment) and the rate or rates of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 10:15 A.M. (New York City time) on the proposed Competitive Loan Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 9:15 A.M. (New York City time) on the proposed Competitive Loan Date. (iv) The Company shall before 11:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Index Rate Competitive Loan Request) and before 10:30 A.M. (New York City time) on the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Absolute Rate Competitive Loan Request) either, in its absolute discretion: (A) cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (B) accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be, by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation) of the amount of Competitive Loans for each relevant maturity date to be made by each Competitive Loan Lender (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Loan Offer of such Competitive Loan Lender, and for all maturity dates included in such Competitive Loan Offer shall be equal to or less than the aggregate maximum amount specified in such Competitive Loan Offer for all such maturity dates) and reject any remaining offers made by Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be; provided, however, that (x) the Company may not accept offers for Competitive Loans for any maturity date in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request, (y) if the Company accepts any of such offers, it must accept offers strictly based upon pricing for such relevant maturity date and no other criteria whatsoever and (z) if two or more Competitive Loan Lenders submit offers for any maturity date at identical pricing and the Company accepts any of such offers but does not wish to borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, the Company shall accept offers from all of such Competitive Loan Lenders in amounts allocated among them pro rata according to the amounts offered by such Competitive Loan Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that any Competitive Loans made by a Competitive Loan Lender on a Competitive Loan Date for each relevant maturity date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, it being agreed that to the extent that it is impossible to make allocations in accordance with the provisions of this clause (B) such allocations shall be made in accordance with the instructions of the Company). (iv) If the Company notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to clause (iv) (A) above, the Administrative Agent shall give prompt telephone notice thereof to the Competitive Loan Lenders, and the Competitive Loans requested thereby shall not be made. (iivi) If the Company accepts pursuant to clause (iv) (B) above one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders, the Administrative Agent shall promptly notify each Competitive Loan Lender which has made such an offer, of the aggregate amount of such Competitive Loans to be made on such Competitive Loan Date for each maturity date and of the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan Lender. Each Competitive Loan Lender which is to make a Competitive Loan shall, before 12:00 Noon (New York City time) on the Competitive Loan Date specified in the Competitive Loan Request applicable thereto, make available to the Administrative Agent at its office set forth in subsection 9.2 the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the Company as soon as practicable on such date at the Administrative Agent’s 's aforesaid address. As soon as practicable after each Competitive Loan Date, the Administrative Agent shall notify each Lender of the aggregate amount of Competitive Loans advanced on such Competitive Loan Date and the respective maturity dates thereof. (c) Within the limits and on the conditions set forth in this subsection 2.2, the Company may from time to time borrow under this subsection 2.2, repay pursuant to paragraph (d) below, and reborrow under this subsection 2.2. (d) The Company shall repay to the Administrative Agent for the account of each Competitive Loan Lender which has made a Competitive Loan (or the Competitive Loan Assignee in respect thereof, as the case may be) on the maturity date of each Competitive Loan (such maturity date being that specified by the Company for repayment of such Competitive Loan in the related Competitive Loan Request) the then unpaid principal amount of such Competitive Loan. The Company may not prepay any Competitive Loan without the consent of the holder thereof. (e) The Company shall pay interest on the unpaid principal amount of each Competitive Loan from the Competitive Loan Date to the stated maturity date thereof, at the rate of interest determined pursuant to paragraph (b) above (calculated on the basis of a 360 day year for actual days elapsed), payable on the interest payment date or dates specified by the Company for such Competitive Loan in the related Competitive Loan Request. If all or a portion of the principal amount of any Competitive Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount shall, without limiting any rights of any Lender under this Agreement, bear interest from the date on which such payment was due at a rate per annum which is 2% above the rate which would otherwise be applicable thereto until the scheduled maturity date with respect thereto, and for each day thereafter at a rate per annum which is 2% above the Alternate Base Rate until paid in full (as well after as before judgment).

The Competitive Loans. (a) The Lenders may make Competitive Loans to the Company from time to time on any Business Day (in the case of Competitive Loans made pursuant to an Absolute Rate Competitive Loan Request) or any Working Day (in the case of Competitive Loans made pursuant to an Index Rate Competitive Loan Request) during the period from the Closing Date until the date occurring 14 days prior to the Maturity Date in the manner set forth in this subsection 2.2 and in amounts such that the Aggregate Loans at any time outstanding shall not exceed the aggregate amount of the Loan Commitments at such time; provided, however, that the aggregate principal amount of the outstanding Competitive Loans of a Lender may (but shall not be required to) exceed its Loan Commitment. (i) The Company shall request Competitive Loans by delivering a Competitive Loan Request to the Administrative Agent, not later than 12:00 Noon (New York City time) four Working Days prior to the proposed Competitive Loan Date (in the case of an Index Rate Competitive Loan Request), and not later than 10:00 A.M. (New York City time) one Business Day prior to the proposed Competitive Loan Date (in the case of an Absolute Rate Competitive Loan Request); provided that (i) an Index Rate Competitive Loan request shall not be made until at least one Business Day has passed since the most recent Competitive Loan Date and (ii) an Absolute Rate Competitive Loan Request shall not be made until at least four Business Days have passed since the most recent Competitive Loan Date. Each Competitive Loan Request may solicit bids for Competitive Loans in an aggregate principal amount of $10,000,000 or an integral multiple in excess of $1,000,000 thereof and for not more than three alternative maturity dates for such Competitive Loans. The maturity date for each Competitive Loan shall be not less than 7 days nor more than 180 days after the Competitive Loan Date therefor (and in any event not after the Maturity Date and in any event subject to the proviso to the definition of “Interest Period”). The Administrative Agent shall promptly notify each Lender by facsimile transmission of the contents of each Competitive Loan Request received by it. (iii) In the case of an Index Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at the Applicable Index Rate plus or minus a margin for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 10:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s Loan Commitment) and the margin above or below the Applicable Index Rate at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 11:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date, of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 10:15 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date. (iiiii) In the case of an Absolute Rate Competitive Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Competitive Loan Request, any Competitive Loan Lender that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Competitive Loans at a rate or rates of interest for each such Competitive Loan determined by such Competitive Loan Lender in its sole discretion. Any such irrevocable offer shall be made by delivering a Competitive Loan Offer to the Administrative Agent, before 9:30 A.M. (New York City time) on the proposed Competitive Loan Date, setting forth the maximum amount of Competitive Loans for each maturity date, and the aggregate maximum amount for all maturity dates, which such Competitive Loan Lender would be willing to make (which amounts may, subject to subsection 2.2(a), exceed such Competitive Loan Lender’s Loan Commitment) and the rate or rates of interest at which such Competitive Loan Lender is willing to make each such Competitive Loan; the Administrative Agent shall advise the Company before 10:15 A.M. (New York City time) on the proposed Competitive Loan Date of the contents of each such Competitive Loan Offer received by it. If the Administrative Agent in its capacity as a Competitive Loan Lender shall, in its sole discretion, elect to make any such offer, it shall advise the Company of the contents of its Competitive Loan Offer before 9:15 A.M. (New York City time) on the proposed Competitive Loan Date. (iviii) The Company shall before 11:30 A.M. (New York City time) three Working Days before the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Index Rate Competitive Loan Request) and before 10:30 A.M. (New York City time) on the proposed Competitive Loan Date (in the case of Competitive Loans requested by an Absolute Rate Competitive Loan Request) either, in its absolute discretion: (A) : cancel such Competitive Loan Request by giving the Administrative Agent telephone notice to that effect, or (B) or accept one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be, by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a Competitive Loan Confirmation) of the amount of Competitive Loans for each relevant maturity date to be made by each Competitive Loan Lender (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Loan Offer of such Competitive Loan Lender, and for all maturity dates included in such Competitive Loan Offer shall be equal to or less than the aggregate maximum amount specified in such Competitive Loan Offer for all such maturity dates) and reject any remaining offers made by Competitive Loan Lenders pursuant to clause (ii) or clause (iii) above, as the case may be; provided, however, that (x) the Company may not accept offers for Competitive Loans for any maturity date in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Loan Request, (y) if the Company accepts any of such offers, it must accept offers strictly based upon pricing for such relevant maturity date and no other criteria whatsoever and (z) if two or more Competitive Loan Lenders submit offers for any maturity date at identical pricing and the Company accepts any of such offers but does not wish to borrow the total amount offered by such Competitive Loan Lenders with such identical pricing, the Company shall accept offers from all of such Competitive Loan Lenders in amounts allocated among them pro rata according to the amounts offered by such Competitive Loan Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirement that any Competitive Loans made by a Competitive Loan Lender on a Competitive Loan Date for each relevant maturity date shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, it being agreed that to the extent that it is impossible to make allocations in accordance with the provisions of this clause (B) such allocations shall be made in accordance with the instructions of the Company). (iiv) If the Company notifies the Administrative Agent that a Competitive Loan Request is cancelled pursuant to clause (iv) (A) above, the Administrative Agent shall give prompt telephone notice thereof to the Competitive Loan Lenders, and the Competitive Loans requested thereby shall not be made. (iiv) If the Company accepts pursuant to clause (iv) (B) above one or more of the offers made by any Competitive Loan Lender or Competitive Loan Lenders, the Administrative Agent shall promptly notify each Competitive Loan Lender which has made such an offer, of the aggregate amount of such Competitive Loans to be made on such Competitive Loan Date for each maturity date and of the acceptance or rejection of any offers to make such Competitive Loans made by such Competitive Loan Lender. Each Competitive Loan Lender which is to make a Competitive Loan shall, before 12:00 Noon (New York City time) on the Competitive Loan Date specified in the Competitive Loan Request applicable thereto, make available to the Administrative Agent at its office set forth in subsection 9.2 the amount of Competitive Loans to be made by such Competitive Loan Lender, in immediately available funds. The Administrative Agent will make such funds available to the Company as soon as practicable on such date at the Administrative Agent’s aforesaid address. As soon as practicable after each Competitive Loan Date, the Administrative Agent shall notify each Lender of the aggregate amount of Competitive Loans advanced on such Competitive Loan Date and the respective maturity dates thereof. (cb) Within the limits and on the conditions set forth in this subsection 2.2, the Company may from time to time borrow under this subsection 2.2, repay pursuant to paragraph (d) below, and reborrow under this subsection 2.2. (dc) The Company shall repay to the Administrative Agent for the account of each Competitive Loan Lender which has made a Competitive Loan (or the Competitive Loan Assignee in respect thereof, as the case may be) on the maturity date of each Competitive Loan (such maturity date being that specified by the Company for repayment of such Competitive Loan in the related Competitive Loan Request) the then unpaid principal amount of such Competitive Loan. The Company may not prepay any Competitive Loan without the consent of the holder thereof. (ed) The Company shall pay interest on the unpaid principal amount of each Competitive Loan from the Competitive Loan Date to the stated maturity date thereof, at the rate of interest determined pursuant to paragraph (b) above (calculated on the basis of a 360 day year for actual days elapsed), payable on the interest payment date or dates specified by the Company for such Competitive Loan in the related Competitive Loan Request. If all or a portion of the principal amount of any Competitive Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount shall, without limiting any rights of any Lender under this Agreement, bear interest from the date on which such payment was due at a rate per annum which is 2% above the rate which would otherwise be applicable thereto until the scheduled maturity date with respect thereto, and for each day thereafter at a rate per annum which is 2% above the Alternate Base Rate until paid in full (as well after as before judgment).