Common use of Competitive Bid Procedure Clause in Contracts

Competitive Bid Procedure. Each Lender may, in its sole discretion, make one or more Competitive Bids to the relevant Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to the date of the requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (I) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (II) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.

Competitive Bid Procedure. Each Lender may(a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in its sole discretionthe case of a Eurodollar Borrowing, make not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one or Business Day before the date of the proposed Borrowing; provided that the Borrower may submit up to (but not more than) three Competitive Bids to Bid Requests on the relevant Borrower in response to same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid must Request shall be received confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to and signed by the date of the requested Eurodollar Competitive Bid Loan Borrower. Each such telephonic and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (I) the particular written Competitive Bid Request as to which shall specify the Competitive Bid is submitted, (II) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 following information in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance compliance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.Section 2.02:

Competitive Bid Procedure. Each Lender may(a) Subject to the terms and conditions set forth herein, from time to time during the Commitment Period the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the Total Extensions of Credit plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the Total Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in its sole discretionthe case of a Competitive Borrowing of Eurodollar Loans, make not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Competitive Borrowing and, in the case of a Competitive Borrowing of Fixed Rate Loans, not later than 10:00 a.m., New York City time, one or Business Day before the date of the proposed Competitive Borrowing; provided that the Borrower may submit up to (but not more than) three Competitive Bids to Bid Requests on the relevant Borrower in response to same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid must Request shall be received confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form reasonably approved by the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to and signed by the date of the requested Eurodollar Competitive Bid Loan Borrower. Each such telephonic and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (I) the particular written Competitive Bid Request as to which shall specify the Competitive Bid is submitted, (II) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.following information:

Competitive Bid Procedure. Each Lender may(a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the Total Commitments. To request Competitive Bids, the Borrower shall notify the Paying Agent of such request by telephone, in its sole discretionthe case of a Eurodollar Borrowing, make one or more Competitive Bids to not later than 11:00 a.m., New York City time, four Business Days before the relevant Borrower date of the proposed Borrowing and, in response to the case of a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent Fixed Rate Borrowing, not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loana.m., three New York City time, one Business Days prior to Day before the date of the requested Eurodollar proposed Borrowing; provided that the Borrower may submit up to (but not more than) three Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, Requests on the proposed date of the requested Absolute Rate Competitive Bid Loan; providedsame day, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit but a Competitive Bid it Request shall notify such Borrower not be made within five Business Days after the date of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a any previous Competitive Bid Request. Any , unless any and all such previous Competitive Bid must specify (I) the particular Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request as shall be confirmed promptly by hand delivery or telecopy to which the Paying Agent of a written Competitive Bid is submitted, (II) Request in a form approved by the minimum (which shall be not less than $5,000,000 Paying Agent and integral multiples of $1,000,000 in excess thereof) signed by the Borrower. Each such telephonic and maximum principal amounts of the requested written Competitive Bid Loan or Loans which Request shall specify the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender following information in accordance compliance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.Section 2.02:

Competitive Bid Procedure. Each Lender may(a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the total Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Borrower shall notify the Managing Administrative Agent of such request by telephone, in its sole discretionthe case of a Eurodollar Competitive Borrowing, make one or more Competitive Bids to not later than 12:00 noon, New York City time, four Business Days before the relevant Borrower date of the proposed Borrowing and, in response to the case of a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent Fixed Rate Borrowing, not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loana.m., three New York City time, one Business Days prior to Day before the date of the requested Eurodollar proposed Borrowing; provided that the Borrower may submit up to (but not more than) three Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, Requests on the proposed date of the requested Absolute Rate Competitive Bid Loan; providedsame day, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit but a Competitive Bid it Request shall notify such Borrower not be made within five Business Days after the date of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a any previous Competitive Bid Request. Any , unless any and all such previous Competitive Bid must specify (I) the particular Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request as shall be confirmed promptly by hand delivery or telecopy to which the Managing Administrative Agent of a written Competitive Bid is submitted, (II) Request in a form approved by the minimum (which shall be not less than $5,000,000 Managing Administrative Agent and integral multiples of $1,000,000 in excess thereof) signed by the Borrower. Each such telephonic and maximum principal amounts of the requested written Competitive Bid Loan or Loans which Request shall specify the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender following information in accordance compliance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.Section 2.02:

Competitive Bid Procedure. Each Lender may, in its sole discretion, make one or more Competitive Bids to the relevant Borrower in response to a Competitive Bid RequestRequest in the form of Exhibit B-2. Each Competitive Bid must be received by the Administrative Agent not later than 10:00 a.m. (ACharlotte, North Carolina time) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to the date of the requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such the Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (I) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (II) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which the Lender is willing to make, (III) the maturity date of the requested Competitive Bid Loan or Loans which the Lender is willing to make and which shall not exceed the Termination Date and (IIIIV) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such the Borrower and each of the Lenders for their respective records as soon as practicable.

Competitive Bid Procedure. Each Lender may(a) Subject to the terms and conditions set forth herein, in its sole discretion, make one or more from time to time during the Availability Period the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans at any time (after giving effect to the relevant borrowing of such Competitive Loans and any concurrent repayment of Loans and reimbursement of LC Disbursements) shall not exceed the total Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, (a) in response the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing and (b) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrower may submit up to (but not more than) five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within three Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid must Request shall be received confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to and signed by the date of the requested Eurodollar Competitive Bid Loan Borrower. Each such telephonic and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (I) the particular written Competitive Bid Request as to which shall specify the Competitive Bid is submitted, (II) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 following information in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance compliance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.Section 2.02:

Competitive Bid Procedure. Each Lender may(a) Subject to the terms and conditions set forth herein, in its sole discretion, make one or more from time to time during the Revolving Availability Period the Borrower may request Competitive Bids to and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that (x) the relevant sum of the aggregate Revolving Exposures (other than the Viacom LC Exposures) plus the aggregate Competitive Loan Exposures shall not at any time exceed (y) the aggregate Revolving Commitments minus the aggregate Viacom Reserve Amount. While Competitive Loans are outstanding, availability under the Revolving Commitment shall be reduced by the aggregate amount of such outstanding Competitive Loans. To request Competitive Bids, the Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan11:00 a.m., New York City time, three Business Days prior to before the date of the requested Eurodollar Competitive Bid Loan and proposed Borrowing or (Bb) with respect to in the case of a request for an Absolute Fixed Rate Competitive Bid LoanBorrowing, on not later than 11:00 a.m., New York City time, one Business Day before the proposed date of the requested Absolute Rate proposed Borrowing; provided that the Borrower may submit up to (but not more than) two Competitive Bid Loan; providedRequests on the same day, howeverbut a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, that should unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in substantially the form attached hereto as Exhibit F (or any other form approved by the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify ) and signed by the Borrower. Each such Borrower of its Competitive Bid telephonic and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (I) the particular written Competitive Bid Request as to which shall specify the Competitive Bid is submitted, (II) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 following information in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance compliance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.Section 2.02:

Competitive Bid Procedure. Each Lender may(a) (i) Subject to the terms and conditions set forth herein, from time to time during the Commitment Period in its sole discretionrespect of Domestic Commitments, make one the Company or more any Domestic Subsidiary Borrower may request Competitive Bids under the Domestic Facility and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans in Dollars; provided that, after giving effect to such borrowing and the use of proceeds thereof, (i) the Total Domestic Extensions of Credit shall not exceed the Total Domestic Commitments then in effect, (ii) the Total Consolidated GMF Exposure shall not exceed $2 billion and (iii) the Total Extensions of Credit shall not exceed the Total Commitments then in effect. To request Competitive Bids under the Domestic Facility, the Company or the relevant Domestic Subsidiary Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in response to writing) by delivery of a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent Request not later than 10:00 a.m. 12:00 Noon New York City time (A) with respect to a request for a Eurodollar Competitive Bid Loan, three four Business Days prior to the date requested Borrowing Date, in the case of the requested Eurodollar Eurocurrency Competitive Bid Loan and Loans, or (B) with respect one Business Day prior to the requested Borrowing Date, in the case of Fixed Rate Loans. Each such Competitive Bid Request shall specify (1) that it is a request for an Absolute Rate Competitive Bid LoanLoans under the Domestic Facility, on (2) the proposed date amount (which shall be a minimum of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid $50 million) and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part Type of the requested Competitive Bid Loan Loans, (3) the requested Borrowing Date and (4) the requested Interest Period applicable thereto; provided, that the Company or the relevant Domestic Subsidiary Borrower may submit request offers to make Competitive Loans under the Domestic Facility for more than one Interest Period or for multiple Types of Competitive Bids Loans under the Domestic Facility in response to a single Competitive Bid Request. Any Competitive Bid must specify (I) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (II) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.

Competitive Bid Procedure. Each Lender (a) The Borrower may, in its sole discretionat any time and from time to time during the Revolving Credit Commitment Period, make one or more provided that no Event of Default shall have occurred and then be continuing, request Competitive Bids by delivering by hand or telecopy to the relevant Borrower in response to Administrative Agent a duly completed Competitive Bid Request. A request for Competitive Bids that does not conform substantially to the format of Exhibit I may be rejected in the Administrative Agent’s sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopy. Each Competitive Bid must Request shall specify (i) the aggregate amount of Competitive Bid Loans upon which the Borrower desires Competitive Bids under this Section 2.6, which amount shall not be received by in excess of (X) the Aggregate Revolving Credit Commitment Amount on such date, over (Y) the Aggregate Credit Exposure on such date, (ii) a proposed Borrowing Date for such Competitive Bid Loans, which date shall not be earlier than one Business Day after the date of delivery to the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar of such Competitive Bid LoanRequest, three Business Days prior provided that any Competitive Bid Request delivered to the date Administrative Agent after 11:00 a.m., on any Business Day shall be deemed to have been given on the immediately succeeding Business Day, (iii) the proposed Competitive Interest Period(s) requested, provided that the number of the different Competitive Interest Periods requested Eurodollar in a single Competitive Bid Loan Request shall not exceed three, and (Biv) with respect to a request for an Absolute Rate in the event that more than one Competitive Bid LoanInterest Period shall have been so requested, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part amount of the requested Competitive Bid Loan and may submit multiple Competitive Bids (in response to a Competitive Bid Request. Any Competitive Bid must specify (I) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (II) the minimum (which shall be not no event less than $5,000,000 and or an integral multiples multiple of $1,000,000 in excess thereof) and maximum principal amounts in respect of the requested each such Competitive Interest Period. Promptly after its receipt of each Competitive Bid Loan or Loans which Request that is not rejected as aforesaid, the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of to each of Lender an Invitation to Bid, appropriately completed by the Competitive Bids Administrative Agent with reference to such Borrower and each of the Lenders for their respective records as soon as practicableCompetitive Bid Request.

Competitive Bid Procedure. Each Lender may(a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in Dollars; provided that the Dollar Equivalent of the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in its sole discretionthe case of a Eurocurrency Borrowing, make not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one or Business Day before the date of the proposed Borrowing; provided that the Borrower may submit no more than one Competitive Bids to Bid Request on the relevant Borrower in response to same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless such previous Competitive Bid Request shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid must Request shall be received confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to and signed by the date of the requested Eurodollar Competitive Bid Loan Borrower. Each such telephonic and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (I) the particular written Competitive Bid Request as to which shall specify the Competitive Bid is submitted, (II) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 following information in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance compliance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.Section 2.02:

Competitive Bid Procedure. Each Lender may, in its sole discretion, make one or more Competitive Bids to the relevant Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not later than 10:00 11:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to the date of the requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such the Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive BidsBid. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (Ii) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (IIii) the minimum (which shall be not less than $5,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans as to which the Lender is willing to make and (IIIiii) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such the Borrower and each of the Lenders for their respective its records as soon as practicable.

Competitive Bid Procedure. The Agent shall notify the Lenders of its receipt of a Competitive Bid Request by 12:00 noon, Pittsburgh, Pennsylvania, time, on the date of receipt of the applicable Competitive Bid Request and the contents thereof and invite the Lenders to submit Competitive Bids in response thereto pursuant to the form of the Invitation for Competitive Bid Quotes attached hereto in the form of Exhibit H. Each Lender may, in its sole discretion, make one or more up to two (2) Competitive Bids to the relevant Borrower in response to a Competitive Bid Request. Each Competitive Bid must be in the form of the Competitive Bid Quote attached hereto in the form of Exhibit I and must be received by the Administrative Agent not earlier than 9:00 a.m., Pittsburgh, Pennsylvania, time, and not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan9:30 a.m., Pittsburgh, Pennsylvania, time, three (3) Business Days prior to the date of the requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid Bid, it shall notify such the Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to 8:30 a.m., Pittsburgh, Pennsylvania, time, on the time the other Lenders are required to submit their day specified for submitting Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple up to two (2) Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (IA) the particular Competitive Bid Request as to which the Competitive Bid is submittedsubmitted and the proposed date of such Competitive Bid Loan, (IIB) the minimum principal amount (which shall be not less than $5,000,000 and integral multiples of $1,000,000 100,000 in excess thereofthereof or greater than the amount of Competitive Bid Loan requested) and maximum principal amounts of the requested Competitive Bid Loan or Loans as to which the Lender is willing to make and make, (IIIC) the applicable interest rate or rates Eurodollar Bid Margin offered and the Interest Period or Interest Periods thereforapplicable thereto. A Subject to Sections 3.1 and 3.5, a Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent Any Competitive Bid shall promptly notify be disregarded if it (1) is received after the relevant Borrower applicable time specified above, (2) is not substantially in the form of all a Competitive Bids made and Bid as specified herein, (3) contains qualifying, conditional or similar language, (4) proposes terms other than or in addition to those set forth in the terms thereofapplicable Competitive Bid Request, or (5) is otherwise not responsive to such Competitive Bid Request. The Administrative Agent Any Lender may correct a Competitive Bid containing a manifest error by submitting a corrected Competitive Bid (identified as such) not later than the applicable time requested for submission of Competitive Bids. Any such submission of a corrected Competitive Bid shall send constitute a copy of each revocation of the Competitive Bids to Bid that contained the manifest error. The Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Borrower and each of the Lenders for their respective records as soon as practicableLender's Competitive Bid.

Competitive Bid Procedure. The Administrative Agent shall notify the Lenders of its receipt of a Competitive Bid Request and the contents thereof and invite the Lenders to submit Competitive Bids in response thereto. Each Lender may, in its sole discretion, make one or more Competitive Bids to the relevant Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not earlier than 8:30 a.m. and not later than 10:00 9:00 a.m. (Ai) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to the date of the requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Competitive Bid Loan to consist of Absolute Rate Bid Loans and (ii) three Business Days prior to the proposed date of the requested Competitive Bid LoanLoans to consist of Eurodollar Margin Bid Loans; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such the Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to 8:00 a.m. on the time the other Lenders are required to submit their day specified for submitting Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (IA) the particular Competitive Bid Request as to which the Competitive Bid is submittedsubmitted and the proposed date of such Competitive Bid Loan, (IIB) the minimum principal amount (which shall be not less than $5,000,000 2,000,000 and integral multiples of $1,000,000 100,000 in excess thereofthereof or greater than the amount of Competitive Bid Loans requested) and maximum principal amounts of the requested Competitive Bid Loan or Loans as to which the Lender is willing to make make, (C) if the proposed Competitive Bid Loans are to consist of Absolute Rate Loans, the Absolute Rate offered and the Interest Period applicable thereto and (IIID) if the applicable interest rate or rates proposed Competitive Bid Loans are to consist of Eurodollar Margin Bid Loans, the Eurodollar Bid Margin offered and the Interest Period or Interest Periods thereforapplicable thereto. A Subject to Sections 3.11, 3.12 and 5.2, a Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent Any Competitive Bid shall promptly notify be disregarded if it (1) is received after the relevant Borrower applicable time specified above, (2) is not substantially in the form of all a Competitive Bids made and Bid as specified herein, (3) contains qualifying, conditional or similar language, (4) proposes terms other than or in addition to those set forth in the terms thereofapplicable Bid Request, or (5) is otherwise not responsive to such Competitive Bid Request. Any Lender may correct a Competitive Bid containing a manifest error by submitting a corrected Competitive Bid (identified as such) not later than the applicable time required for submission of Competitive Bids. Any such submission of a corrected Competitive Bid shall constitute a revocation of the Competitive Bid that contained the manifest error. The Administrative Agent may, but shall send a copy not be required to, notify any Lender of each of the any manifest error it detects in such Lender’s Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicableBid.

Competitive Bid Procedure. Each Lender may, in its sole discretion, make one or more Competitive Bids to the relevant Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not later than 10:00 a.m. (Ax) with respect to in the case of Fixed Rate Competitive Loans not made in a request for Foreign Currency on the proposed date of a Eurodollar Competitive Bid LoanLoan advance and (y) in the case of Eurocurrency Competitive Loans and Fixed Rate Competitive Loans made in a Foreign Currency, three Business Days prior to the date proposed dated of the requested Eurodollar a Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loanadvance; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such the Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids9:30 a.m. on such date. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any The Competitive Bid must specify (Ii) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (IIii) the minimum (which shall be not less than $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess thereof) , or in the case of a Foreign Currency, the U.S. Dollar Equivalent), and maximum principal amounts of the requested Competitive Bid Loan or Loans as to which the Lender is willing to make and make, (IIIiii) the applicable interest rate or rates (which (A) in the case of a Eurocurrency Competitive Loan, shall be the Eurocurrency Rate for the Interest Period in effect for such Loan plus the margin offered by such Lender and accepted by the Borrower and (B) in the case of a Fixed Rate Competitive Loan, shall be a fixed rate per annum (computed on the basis of a 360-day year or the actual number of days elapsed) offered by such Lender and accepted by the Borrower) (the "Fixed Rate") and Interest Period or Interest Periods therefor, (iv) whether such Competitive Bid Loan will be a Eurocurrency Competitive Loan or a Fixed Rate Competitive Loan and (v) the currency in which the Competitive Bid is made. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent thereof and shall send a copy of each of the Competitive Bids to such the Borrower and each of the Lenders for their respective its records as soon as practicable.

Competitive Bid Procedure. Each Lender may(a) Wherever and for so long as the Borrower’s Index Debt rating is in Category 4 (as referenced in the definition of Applicable Rate) or better, in its sole discretionand subject to the terms and conditions set forth herein, make one or more from time to time during the Availability Period the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans up to an aggregate principal amount outstanding at any one time equal to 50% of the relevant aggregate Commitments; provided that the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar Borrowing, not later than 11:00 a.m., Chicago, Illinois time, four (4) Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m. a.m., Chicago, Illinois time, one (A1) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to Day before the date of the requested Eurodollar proposed Borrowing; provided that the Borrower may submit up to (but not more than) three (3) Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, Requests on the proposed date of the requested Absolute Rate Competitive Bid Loan; providedsame day, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit but a Competitive Bid it Request shall notify such Borrower not be made within five (5) Business Days after the date of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a any previous Competitive Bid Request. Any , unless any and all such previous Competitive Bid must specify (I) Requests shall have been withdrawn by the particular Borrower or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request as shall be confirmed promptly by hand delivery or telecopy to which the Administrative Agent of a written Competitive Bid is submitted, (II) Request in the minimum (which shall be not less than $5,000,000 form of Exhibit F attached hereto and integral multiples of $1,000,000 in excess thereof) signed by the Borrower. Each such telephonic and maximum principal amounts of the requested written Competitive Bid Loan or Loans which Request shall specify the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender following information in accordance compliance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.Section 2.02:

Competitive Bid Procedure. Each Lender (a) Subject to the terms and conditions set forth herein, each Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans from time to time prior to the Availability Termination Date for such Borrower; provided that (i) the Aggregate Outstanding Credit Exposure at any time shall not exceed the Aggregate Commitment and (ii) at no time shall the Subsidiary Credit Exposure of any Borrowing Subsidiary exceed the Subsidiary Sublimit of such Borrowing Subsidiary. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may, severally and not jointly with the other Borrowers, borrow, repay and reborrow Competitive Loans. To request Competitive Bids, the applicable Borrower shall notify the Agent of such request by telephone, in its sole discretionthe case of a Eurodollar Advance, make one or more Competitive Bids to not later than 11:00 a.m., New York time, four Business Days before the relevant Borrower date of the proposed Advance and, in response to the case of a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent Fixed Rate Advance, not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loana.m., three New York time, one Business Days prior to Day before the date of the requested Eurodollar proposed Advance; provided that each Borrower may submit up to (but not more than) two Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, Requests on the proposed date of the requested Absolute Rate Competitive Bid Loan; providedsame day, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit but a Competitive Bid it Request shall notify such Borrower not be made within five Business Days after the date of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a any previous Competitive Bid Request. Any , unless any and all such previous Competitive Bid must specify (I) the particular Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request as shall be confirmed promptly by hand delivery or telecopy to which the Agent of a written Competitive Bid is submitted, (II) Request in a form approved by the minimum (which shall be not less than $5,000,000 Agent and integral multiples of $1,000,000 in excess thereof) signed by the applicable Borrower. Each such telephonic and maximum principal amounts of the requested written Competitive Bid Loan or Loans which Request shall specify the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.following information:

Competitive Bid Procedure. Each Lender may(a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period the U.S. Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the borrowing of any such Competitive Loan will not result in (i) the (A) Aggregate Revolving Credit Exposure plus the Aggregate Competitive Loans exceeding (B) the Aggregate Commitments minus the Aggregate Ancillary Commitments or (ii) the Aggregate Total Exposure exceeding the Aggregate Commitments. To request Competitive Bids, the U.S. Borrower shall notify the Administrative Agent of such request by telephone, in its sole discretionthe case of a Eurocurrency Borrowing, make not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., Local Time, two Business Days before the date of the proposed Borrowing; provided that the U.S. Borrower may not submit more than one or more Competitive Bids to Bid Request on the relevant Borrower in response to same day, and a Competitive Bid Request shall not be made within five (5) Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Further, a Competitive Bid Request may not contain a request for (i) more than one Type of loan, or (ii) Loans having more than three (3) different Interest Periods. Each such telephonic Competitive Bid must Request shall be received confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to and signed by the date of the requested Eurodollar Competitive Bid Loan U.S. Borrower. Each such telephonic and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (I) the particular written Competitive Bid Request as to which shall specify the Competitive Bid is submitted, (II) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 following information in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance compliance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.Section 2.02:

Competitive Bid Procedure. Each Lender may(a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period a Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the total Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans to all the Borrowers at any time shall not exceed the total Commitments. To request Competitive Bids, a Borrower shall notify the Managing Administrative Agent of such request by telephone, in its sole discretionthe case of a Eurodollar Competitive Borrowing, make one or more Competitive Bids to not later than 12:00 noon, New York City time, four Business Days before the relevant Borrower date of the proposed Borrowing and, in response to the case of a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent Fixed Rate Borrowing, not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loana.m., three New York City time, one Business Days prior to Day before the date of the requested Eurodollar proposed Borrowing; provided that a Borrower may submit up to (but not more than) three Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, Requests on the proposed date of the requested Absolute Rate Competitive Bid Loan; providedsame day, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit but a Competitive Bid it Request shall notify such Borrower not be made within five Business Days after the date of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a any previous Competitive Bid Request. Any , unless any and all such previous Competitive Bid must specify (I) the particular Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request as shall be confirmed promptly by hand delivery or telecopy to which the Managing Administrative Agent of a written Competitive Bid is submitted, (II) Request in a form approved by the minimum (which shall be not less than $5,000,000 Managing Administrative Agent and integral multiples of $1,000,000 in excess thereof) signed by the relevant Borrower. Each such telephonic and maximum principal amounts of the requested written Competitive Bid Loan or Loans which Request shall specify the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender following information in accordance compliance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.Section 2.02:

Competitive Bid Procedure. Each Lender (a) The Borrower may, in its sole discretionat any time and from time to time during the Revolving Credit Commitment Period, make one or more provided that no Event of Default shall have occurred and then be continuing, request Competitive Bids by delivering by hand or telecopy to the relevant Borrower in response to Administrative Agent a duly completed Competitive Bid Request. A request for Competitive Bids that does not conform substantially to the format of Exhibit I may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopy. Each Competitive Bid must Request shall specify (i) the aggregate amount of Competitive Bid Loans upon which the Borrower desires Competitive Bids under this Section 2.6, which amount shall not be received by in excess of (X) the Aggregate Revolving Credit Commitment Amount on such date, over (Y) the Aggregate Credit Exposure on such date, (ii) a proposed Borrowing Date for such Competitive Bid Loans, which date shall not be earlier than one Business Days after the date of delivery to the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar of such Competitive Bid LoanRequest, three Business Days prior provided that any Competitive Bid Request delivered to the date Administrative Agent after 11:00 a.m., on any Business Day shall be deemed to have been given on the immediately succeeding Business Day, (iii) the proposed Competitive Interest Period(s) requested, provided that the number of the different Competitive Interest Periods requested Eurodollar in a single Competitive Bid Loan Request shall not exceed three, and (Biv) with respect to a request for an Absolute Rate in the event that more than one Competitive Bid LoanInterest Period shall have been so requested, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part amount of the requested Competitive Bid Loan and may submit multiple Competitive Bids (in response to a Competitive Bid Request. Any Competitive Bid must specify (I) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (II) the minimum (which shall be not no event less than $5,000,000 and or an integral multiples multiple of $1,000,000 in excess thereof) and maximum principal amounts in respect of the requested each such Competitive Interest Period. Promptly after its receipt of each Competitive Bid Loan or Loans which Request that is not rejected as aforesaid, the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of to each of Lender an Invitation to Bid, appropriately completed by the Competitive Bids Administrative Agent with reference to such Borrower and each of the Lenders for their respective records as soon as practicableCompetitive Bid Request.

Competitive Bid Procedure. The Agent shall notify the Lenders of its receipt of a Competitive Bid Request by 12:00 noon, Pittsburgh, Pennsylvania, time, on the date of receipt of the applicable Competitive Bid Request and the contents thereof and invite the Lenders to submit Competitive Bids in response thereto pursuant to the form of the Invitation for Competitive Bid Quotes attached hereto in the form of Exhibit H. Each Lender may, in its sole discretion, make one or more up to two (2) Competitive Bids to the relevant Borrower in response to a Competitive Bid Request. Each Competitive Bid must be in the form of the Competitive Bid Quote attached hereto in the form of Exhibit I and must be received by the Administrative Agent not earlier than 9:00 a.m., Pittsburgh, Pennsylvania, time, and not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan9:30 a.m., Pittsburgh, Pennsylvania, time, three (3) Business Days prior to the date of the requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid Bid, it shall notify such the Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to 8:30 a.m., Pittsburgh, Pennsylvania, time, on the time the other Lenders are required to submit their day specified for submitting Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple up to two (2) Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (IA) the particular Competitive Bid Request as to which the Competitive Bid is submittedsubmitted and the proposed date of such Competitive Bid Loan, (IIB) the minimum principal amount (which shall be not less than $5,000,000 and integral multiples of $1,000,000 100,000 in excess thereofthereof or greater than the amount of Competitive Bid Loan requested) and maximum principal amounts of the requested Competitive Bid Loan or Loans as to which the Lender is willing to make and make, (IIIC) the applicable interest rate or rates LIBOR Bid Margin offered and the Interest Period or Interest Periods thereforapplicable thereto. A Subject to Sections 3.1 and 3.5, a Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent Any Competitive Bid shall promptly notify be disregarded if it (1) is received after the relevant Borrower applicable time specified above, (2) is not substantially in the form of all a Competitive Bids made and Bid as specified herein, (3) contains qualifying, conditional or similar language, (4) proposes terms other than or in addition to those set forth in the terms thereofapplicable Competitive Bid Request, or (5) is otherwise not responsive to such Competitive Bid Request. The Administrative Agent Any Lender may correct a Competitive Bid containing a manifest error by submitting a corrected Competitive Bid (identified as such) not later than the applicable time requested for submission of Competitive Bids. Any such submission of a corrected Competitive Bid shall send constitute a copy of each revocation of the Competitive Bids to Bid that contained the manifest error. The Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Borrower and each of the Lenders for their respective records as soon as practicableLender’s Competitive Bid.

Competitive Bid Procedure. Each Lender may, in its sole discretion, make one or more Competitive Bids to the relevant Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to the date of the requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such the Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive BidsBid. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (IA) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (IIB) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which that the Lender is willing to make and (IIIC) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such the Borrower and each of the Lenders for their respective its records as soon as practicable.

Competitive Bid Procedure. Each Lender may(a) Subject to the terms and conditions set forth herein, in its sole discretion, make one from time to time during the Availability Period any Borrower or more all Borrowers may request Competitive Bids to and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the relevant Borrower shall notify the Administrative Agent of such request by telephone, in response the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrowers may submit up to (but not more than) three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid must Request shall be received confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to and signed by the date of the requested Eurodollar Competitive Bid Loan relevant Borrower. Each such telephonic and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (I) the particular written Competitive Bid Request as to which shall specify the Competitive Bid is submitted, (II) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 following information in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance compliance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.Section 2.2:

Competitive Bid Procedure. Each Lender may, in its sole discretion, make one or more Competitive Bids to the relevant Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to the date of the requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such the Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive BidsBid. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (IA) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (IIB) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which that the Lender is willing to make and (IIIC) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.

Competitive Bid Procedure. Each Lender may(a) Subject to the terms and conditions set forth herein, from time to time during the Revolving Commitment Period the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; PROVIDED, that the sum of the Total Revolving Extensions of Credit plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the Total Revolving Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in its sole discretionthe case of a Eurodollar Competitive Loan, make not later than 12:00 Noon, New York City time, four Business Days before the date of the proposed borrowing and, in the case of a Fixed Rate Competitive Loan, not later than 10:00 a.m., New York City time, one or Business Day before the date of the proposed Borrowing; PROVIDED, that the Borrower may submit up to (but not more than) three Competitive Bids to Bid Requests on the relevant Borrower in response to same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected, and each Competitive Bid Request must refer solely to Eurodollar Competitive Loans or Fixed Rate Competitive Loans. Each such telephonic Competitive Bid must Request shall be received confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to the date of the requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (I) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (II) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.and

Competitive Bid Procedure. Each Lender may(a) In order to request Competitive Bids, in its sole discretionBorrower shall hand deliver, make one telex or more Competitive Bids telecopy to the relevant Borrower in response to Administrative Agent a duly completed Competitive Bid Request. Each Competitive Bid must , to be received by the Administrative Agent not later than 10:00 a.m. 12:00 noon (ADallas, Texas time), three (3) Domestic Business Days (in the case of any request for Competitive Bid Fixed Rate Loans) and five (5) Eurodollar Business Days (in the case of any request for Competitive Bid Eurodollar Loans) before the date specified for a proposed Competitive Bid Borrowing. No Competitive Bid Request shall be made with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to the date any Type of the requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit other than a Competitive Bid it shall notify such Borrower of its Fixed Rate Loan or a Competitive Bid Eurodollar Loan, and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part Bids shall be submitted and Competitive Bid Loans shall be made only of the Type requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a the applicable Competitive Bid Request. Any Competitive Bid must specify (I) the particular A Competitive Bid Request as that does not conform substantially to which the format of Exhibit C may be rejected at Administrative Agent's sole discretion, and Administrative Agent shall promptly notify Borrower of such rejection by telex or telecopier. Each Competitive Bid is submitted, Request shall in each case refer to this Agreement and specify (IIx) the minimum Borrowing date of such Competitive Bid Loans (which shall be a Domestic Business Day) and the aggregate principal amount thereof (which shall not be less than $5,000,000 and shall be an integral multiples multiple of $1,000,000 in excess thereof100,000), (y) and maximum principal amounts of whether the requested Competitive Bid Loan Loans to be made pursuant thereto are to be Competitive Bid Fixed Rate Loans or Loans which the Lender is willing to make Competitive Bid Eurodollar Loans, and (IIIz) the applicable interest rate or rates and Interest Period or Interest Periods thereforwith respect thereto. A Promptly after its receipt of a Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Request that is not rejected as aforesaid, Administrative Agent shall promptly notify invite by telex or telecopier (in the relevant Borrower of all Competitive Bids made and form set forth in Exhibit D hereto) Banks to bid, on the terms thereof. The Administrative Agent shall send a copy and conditions of each of the this Agreement, to make Competitive Bids Bid Loans pursuant to such Borrower and each of the Lenders for their respective records as soon as practicableCompetitive Bid Request.

Competitive Bid Procedure. Each Lender may, in its sole discretion, make one or more Competitive Bids to the relevant Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to the date of the requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative -------- ------- Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such the Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive BidsBid. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (IA) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (IIB) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which that the Lender is willing to make and (IIIC) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such the Borrower and each of the Lenders for their respective its records as soon as practicable.

Competitive Bid Procedure. Each Lender (a) The Borrower may, in its sole discretionat any time and from time to time during the Revolving Credit Commitment Period, make one or more provided that no Event of Default shall have occurred and then be continuing, request Competitive Bids by delivering by hand or telecopy to the relevant Borrower in response to Administrative Agent a duly completed Competitive Bid Request. A request for Competitive Bids that does not conform substantially to the format of Exhibit H may be rejected in the Administrative Agent’s sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopy. Each Competitive Bid must Request shall specify (i) the aggregate amount of Competitive Bid Loans upon which the Borrower desires Competitive Bids under this Section 2.6, which amount shall not be received by in excess of (X) the Aggregate Revolving Credit Commitment Amount on such date, less (Y) the Aggregate Credit Exposure on such date, (ii) a proposed Borrowing Date for such Competitive Bid Loans, which date shall not be earlier than one Business Day after the date of delivery to the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar of such Competitive Bid LoanRequest, three Business Days prior provided that any Competitive Bid Request delivered to the date Administrative Agent after 11:00 a.m., on any Business Day shall be deemed to have been given on the immediately succeeding Business Day, (iii) the proposed Competitive Interest Period(s) requested, provided that the number of the different Competitive Interest Periods requested Eurodollar in a single Competitive Bid Loan Request shall not exceed three, and (Biv) with respect to a request for an Absolute Rate in the event that more than one Competitive Bid LoanInterest Period shall have been so requested, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part amount of the requested Competitive Bid Loan and may submit multiple Competitive Bids (in response to a Competitive Bid Request. Any Competitive Bid must specify (I) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (II) the minimum (which shall be not no event less than $5,000,000 and or an integral multiples multiple of $1,000,000 in excess thereof) and maximum principal amounts in respect of the requested each such Competitive Interest Period. Promptly after its receipt of each Competitive Bid Loan or Loans which Request that is not rejected as aforesaid, the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of to each of Lender an Invitation to Bid, appropriately completed by the Competitive Bids Administrative Agent with reference to such Borrower and each of the Lenders for their respective records as soon as practicableCompetitive Bid Request.

Competitive Bid Procedure. Each Lender may(a) In order to request Competitive Bids, Borrower shall hand deliver, telex or telecopy to Agent a duly completed Competitive Bid Request, to be received by Agent not later than 12:00 noon (Dallas, Texas time), three (3) Domestic Business Days (in its sole discretionthe case of any request for Competitive Bid Fixed Rate Loans) and five (5) Eurodollar Business Days (in the case of any request for Competitive Bid Eurodollar Loans) before the date specified for a proposed Competitive Bid Borrowing. No Competitive Bid Request shall be made with respect to any Type of Loan other than a Competitive Bid Fixed Rate Loan or a Competitive Bid Eurodollar Loan, make one or more and Competitive Bids to shall be submitted and Competitive Bid Loans shall be made only of the relevant Borrower Type requested in response to a the applicable Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit C may be rejected at Agent's sole discretion, and Agent shall promptly notify Borrower of such rejection by telex or telecopier. Each Competitive Bid must be received by Request shall in each case refer to this Agreement and specify (x) the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Borrowing date of such Competitive Bid Loan, three Business Days prior to the date of the requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (I) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (II) the minimum Loans (which shall be a Domestic Business Day) and the aggregate principal amount thereof (which shall not be less than $5,000,000 and shall be an integral multiples multiple of $1,000,000 in excess thereof100,000), (y) and maximum principal amounts of whether the requested Competitive Bid Loan Loans to be made pursuant thereto are to be Competitive Bid Fixed Rate Loans or Loans which Competitive Bid Eurodollar Loans, and (z) the Lender Interest Period with respect thereto. Promptly after its receipt of a Competitive Bid Request that is willing not rejected as aforesaid, Agent shall invite by telex or telecopier (in the form set forth in Exhibit D hereto) Banks to bid, on the terms and conditions of this Agreement, to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids Loans pursuant to such Borrower and each of the Lenders for their respective records as soon as practicableCompetitive Bid Request.

Competitive Bid Procedure. Each Lender may(a) Subject to the ------------------------- terms and conditions set forth herein, from time to time during the Availability Period for a Borrower, such Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the total Revolving Credit Exposures plus the -------- aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, a Borrower shall notify the Administrative Agent of such request by telephone, in its sole discretionthe case of a Eurodollar Borrowing, make not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one or Business Day before the date of the proposed Borrowing; provided that the -------- Borrowers may submit up to (but not more than) three Competitive Bids to Bid Requests on the relevant Borrower in response to same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid must Request shall be received confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to and signed by the date of the requested Eurodollar Competitive Bid Loan applicable Borrower. Each such telephonic and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (I) the particular written Competitive Bid Request as to which shall specify the Competitive Bid is submitted, (II) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 following information in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance compliance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.Section 2.02:

Competitive Bid Procedure. Each Lender may, in its sole ------------------------- discretion, make one or more Competitive Bids to the relevant Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to the date of the requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, -------- however, that should the Administrative Agent, in its capacity as a ------- Lender, desire to submit a Competitive Bid it shall notify such the Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive BidsBid. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (IA) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (IIB) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which that the Lender is willing to make and (IIIC) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.

Competitive Bid Procedure. Each Lender may(a) (i) Subject to the terms and conditions set forth herein, from time to time during the Commitment Period in its sole discretionrespect of Domestic Commitments, make one the Company or more any Domestic Subsidiary Borrower may request Competitive Bids under the Domestic Facility and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans in Dollars; provided that, after giving effect to such borrowing and the use of proceeds thereof, (i) the Total Domestic Extensions of Credit shall not exceed the Total Domestic Commitments then in effect, (ii) the Total Consolidated GMF Exposure shall not exceed $1 billion and (iii) the Total Extensions of Credit shall not exceed the Total Commitments then in effect. To request Competitive Bids under the Domestic Facility, the Company or the relevant Domestic Subsidiary Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in response to writing) by delivery of a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent Request not later than 10:00 a.m. 12:00 Noon New York City time (A) with respect to a request for a Eurodollar Competitive Bid Loan, three four Business Days prior to the date requested Borrowing Date, in the case of the requested Eurodollar Eurocurrency Competitive Bid Loan and Loans, or (B) with respect one Business Day prior to the requested Borrowing Date, in the case of Fixed Rate Loans. Each such Competitive Bid Request shall specify (1) that it is a request for an Absolute Rate Competitive Bid LoanLoans under the Domestic Facility, on (2) the proposed date amount (which shall be a minimum of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid $50 million) and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part Type of the requested Competitive Bid Loan Loans, (3) the requested Borrowing Date and (4) the requested Interest Period applicable thereto; provided, that the Company or the relevant Domestic Subsidiary Borrower may submit request offers to make Competitive Loans under the Domestic Facility for more than one Interest Period or for multiple Types of Competitive Bids Loans under the Domestic Facility in response to a single Competitive Bid Request. Any Competitive Bid must specify (I) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (II) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.

Competitive Bid Procedure. Each Lender may, in its sole discretion, make one or more Competitive Bids to the relevant Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three A.M. on the Business Days prior to Day next succeeding the date of receipt by the requested Eurodollar Administrative Agent of the related Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive BidsRequest. A Lender may offer to make all or part of the requested Competitive Bid Loan borrowing and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any The Competitive Bid must shall specify (Ii) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (IIii) the minimum (which shall be not less than $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans as to which the Lender is willing to make make, and (IIIiii) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A form of such Competitive Bid is provided in Exhibit 2.2(c). A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly (and in any event by no later than 11:00 A.M. on the Business Day next succeeding the date of receipt by the Administrative Agent of the related Competitive Bid Request) notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such the Borrower and each of the Lenders for their respective its records as soon as practicable.. (d)

Competitive Bid Procedure. Each Lender may, in its sole ------------------------- discretion, make one or more Competitive Bids to the relevant Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three on the Business Days prior to Day next succeeding the date of receipt by the requested Eurodollar Administrative Agent of the related Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid LoanRequest; provided, however, that should the Administrative -------- ------- Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such the Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids9:45 a.m. on such date. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any The Competitive Bid must specify (Ii) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (IIii) the minimum (which shall be not less than $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans as to which the Lender is willing to make and (IIIiii) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent thereof and shall send a copy of each of the Competitive Bids to such the Borrower and each of the Lenders for their respective its records as soon as practicable.

Competitive Bid Procedure. Each Lender may(a) Subject to the terms and conditions set forth herein, from time to time during the Revolving Commitment Period the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum of the Total Revolving Extensions of Credit plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the Total Revolving Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in its sole discretionthe case of a Eurodollar Competitive Loan, make not later than 12:00 Noon, New York City time, four Business Days before the date of the proposed borrowing and, in the case of a Fixed Rate Competitive Loan, not later than 10:00 a.m., New York City time, one or Business Day before the date of the proposed Borrowing; provided that the Borrower may submit up to (but not more than) three Competitive Bids to Bid Requests on the relevant Borrower in response to same day, but a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected, and each Competitive Bid Request must refer solely to Eurodollar Competitive Loans or Fixed Rate Competitive Loans. Each such telephonic Competitive Bid must Request shall be received confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent not later than 10:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to and signed by the date of the requested Eurodollar Competitive Bid Loan Borrower. Each such telephonic and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive Bids. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (I) the particular written Competitive Bid Request as to which shall specify the Competitive Bid is submitted, (II) the minimum (which shall be not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans which the Lender is willing to make and (III) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.following information:

Competitive Bid Procedure. Each Lender may, in its sole discretion, make one or more Competitive Bids to the relevant Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not later than 10:00 11:00 a.m. (A) with respect to a request for a Eurodollar Competitive Bid Loan, three Business Days prior to the date of the requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on the proposed date of the requested Absolute Rate Competitive Bid Loan; provided, however, that should the Administrative Agent, in its capacity as a Lender, desire to submit a Competitive Bid it shall notify such the Borrower of its Competitive Bid and the terms thereof not later than 15 minutes prior to the time the other Lenders are required to submit their Competitive BidsBid. A Lender may offer to make all or part of the requested Competitive Bid Loan and may submit multiple Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify (Ii) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (IIii) the minimum (which shall be not less than $5,000,000 10,000,000 and integral multiples of $1,000,000 in excess thereof) and maximum principal amounts of the requested Competitive Bid Loan or Loans as to which the Lender is willing to make and (IIIiii) the applicable interest rate or rates and Interest Period or Interest Periods therefor. A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify the relevant Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to such Borrower and each of the Lenders for their respective records as soon as practicable.terms