Common use of Competitive Bid Procedure Clause in Contracts

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while Competitive Loans are outstanding, the Available Commitments shall be reduced by the aggregate amount of such Competitive Loans. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar Loan, 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 an ABR Loan, 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) 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date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected.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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information:

Competitive Bid Procedure. (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 while Competitive Loans are outstanding, the Available Aggregate Outstanding Extensions of Credit at any time shall not exceed the total Commitments shall be reduced by the aggregate amount of at such Competitive Loanstime. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower may submit up to (but not more than) three Competitive Bid Requests at the same time on the same day, but a Competitive Bid Request shall not be made within five 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 Request shall be confirmed promptly by hand delivery delivery, telecopy or telecopy electronic pdf to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans are outstanding, at any time shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive Loanstotal Commitments. To request Competitive Bids, the Borrower shall notify the Global Administrative Agent of such request by telephone, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m.noon, New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower may submit up to (but not more than) three five (5) 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 Request shall be confirmed promptly by hand delivery or telecopy to the Global Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.2:

Competitive Bid Procedure. (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 while Competitive Loans are outstanding, the Available Aggregate Outstanding Extensions of Credit at any time shall not exceed the total Commitments shall be reduced by the aggregate amount of at such Competitive Loanstime. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower may submit up to (but not more than) three Competitive Bid Requests at the same time on the same day, but a Competitive Bid Request shall not be made within five 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (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 while the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans are outstanding, at any time (after giving effect to the Available Commitments shall be reduced by the aggregate amount borrowing of such Competitive Loans and any concurrent repayment of Loans) shall not exceed the total Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, (a) in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing and, Borrowing and (b) in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower may submit up to (but not more than) three five Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within five 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Borrower Availability Period the Company (on its own behalf or on behalf of any other Borrower) may request Competitive Bids and the Company (on its own behalf and on behalf of any other Borrowers) may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while no Competitive Loans are outstanding, Loan may be requested that would result in the Available Commitments shall be reduced by sum of the aggregate amount of such total Revolving Credit Exposures plus the total Competitive LoansLoan Exposures exceeding the total Commitments. To request Competitive Bids, the Borrower Company (on its own behalf and on behalf of any other Borrowers) shall notify hand deliver or telecopy to the Administrative Advance Agent a duly completed Competitive Bid Request in the form of such request Exhibit A-1 hereto, to be received by telephonethe Advance Agent, in the case of a Eurodollar LoanEurocurrency Borrowing, not later than 11:00 10:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana 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) three Competitive Bid Requests on the same day, but a Borrowing. A Competitive Bid Request that does not conform substantially to Exhibit A-1 may be rejected in the Advance Agent’s sole discretion, and the Advance Agent shall not be made within five Business Days after promptly notify the date Company 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 rejectedrejection by telecopy. 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 a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.2:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Borrower Revolving Credit Period the Company may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while Competitive Loans are outstanding, the Available Commitments shall be reduced by the aggregate principal amount of such Competitive Loansoutstanding Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Borrower Company shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar Loanborrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing borrowing, and, in the case of an ABR LoanAbsolute 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 Company 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 Request shall be 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 and signed by the BorrowerCompany. Each such telephonic and written Competitive Bid Request shall specify the following information:

Competitive Bid Procedure. (a) Subject a)Subject to the terms and conditions set forth herein, from time to time during the Borrower Availability Period the Borrowers may request Competitive Bids from the Lenders and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while that, after giving effect to any Borrowing of Competitive Loans, the sum of the total Revolving Credit Exposures plus the total Competitive Loans are outstanding, shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive Loanstotal Commitments. To request Competitive Bids, the applicable Borrower shall notify the Administrative Agent of such request by telephonetelephone or by telecopy, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m.12:00 noon, New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the applicable Borrower 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 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 Request shall be 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 and signed by the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period the Borrower may request Competitive Bids from the Lenders and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while that, after giving effect to any Borrowing of Competitive Loans, the sum of the Revolving Credit Exposure plus the total Competitive Loans are outstanding, shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive Loanstotal Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephonetelephone or by telecopy, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m.12:00 noon, New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower 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 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (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 while the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans are outstandingat any time shall not exceed the total Commitments, and provided further that no Competitive Bids may be requested during the Available Commitments shall be reduced by the aggregate amount existence of such Competitive Loansa Default. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the -------- Borrower may submit up to (but not more than) three (3) 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information:information in compliance with Section 2.02: ------------

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Revolving 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 while the sum of the aggregate Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans are outstanding, at any time shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive Loanstotal Revolving Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower 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 rejectedrejected or deemed rejected pursuant to Section 2.20(d). 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 substantially in a the form approved by the Administrative Agent of Exhibit J and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans are outstanding, at any time shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive Loanstotal Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m.noon, New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower may submit up to (but not more than) three five (5) 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.2:

Competitive Bid Procedure. (a) Requests for Bids by the Borrower. 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 while the sum of the total Syndicated Loans plus the aggregate principal amount of outstanding Competitive Loans are outstanding, the Available Commitments shall be reduced by plus the aggregate principal amount of such Competitive Loansoutstanding Swingline 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 the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (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 while the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans are outstanding, shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive Loanstotal Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower may submit up to (but not no more than) three than one Competitive Bid Requests Request on the same day, but day and 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Borrower Availability Period the Company may request Competitive Bids for Competitive Loans denominated in dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while the sum of the total U.S. Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans are outstanding, at any time shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive Loanstotal U.S. Commitments. To request Competitive Bids, the Borrower Company shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanEurocurrency Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower Company may submit jointly 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 Request shall be 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 and signed by the BorrowerCompany. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period the Borrower may request Competitive Bids from the Lenders and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while that, after giving effect to any Borrowing of Competitive Loans, the sum of the Revolving Credit Exposure plus the total Competitive Loans are outstanding, shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive Loanstotal Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request in writing or by telephoneelectronic mail or telecopy, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m.12:00 noon, New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower 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 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms ------------------------- and conditions set forth herein, from time to time during the Availability Period any U.S. Borrower may request Competitive Bids for Competitive Loans denominated in dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while the sum of the -------- total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans are outstanding, at any time shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive Loanstotal Commitments. To request Competitive Bids, the a U.S. Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanEurocurrency Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower U.S. Borrowers may -------- submit in the aggregate up to (but not more than) three four 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 Request shall be 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 and signed by the applicable U.S. Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period the US Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while the sum of the aggregate Revolving Credit Exposures of all the Lenders plus the aggregate principal amount of outstanding Competitive Loans are outstanding, the Available Commitments at any time shall be reduced by not exceed the aggregate amount of such Competitive LoansUS Commitments. To request Competitive Bids, the US Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the US Borrower may submit up to (but not more than) three five 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 Request shall be 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 and signed by the US Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (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 LoansLoans in Dollars; provided that while Competitive Loans are outstandingthat, the Available Commitments shall be reduced by the aggregate amount of after making such Competitive Loans, the Total Outstanding Extensions of Credit shall not exceed the Total Commitments then in effect. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar Competitive Loan, not later than 11:00 a.m.A.M., New York City time, four five Business Days before the date of the proposed borrowing and, in the case of an ABR a Fixed Rate Loan, not later than 10:00 a.m.A.M., New York City time, one Business Day before the date of the proposed borrowing; provided that the Borrower may only submit up to (but not more than) three one Competitive Bid Requests Request on the same any 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information:

Competitive Bid Procedure. (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 while the sum of the Total Extensions of Credit plus the aggregate principal amount of outstanding Competitive Loans are outstanding, at any time shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive LoansTotal Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanCompetitive Borrowing of Term Benchmark Loans, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Competitive Borrowing and, in the case of an ABR Loana Competitive Borrowing of Fixed Rate Loans, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingCompetitive Borrowing; provided that the Borrower 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Borrower Commitment Period the Company may request Competitive Bids for Competitive Loans denominated in Dollars and the Company may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while no Competitive Loans are outstanding, Loan may be requested that would result in the Available Commitments sum of the total US/UK Extensions of Credit exceeding the total US/UK Commitments. Each Competitive Borrowing shall be reduced by comprised entirely of Eurocurrency Loans or Fixed Rate Loans as the Company may request in accordance herewith and shall be in an aggregate amount that is an integral multiple of such Competitive Loans$1,000,000 and not less than $5,000,000. To request Competitive Bids, the Borrower Company shall notify hand deliver or telecopy to the General Administrative Agent a duly completed Competitive Bid Request in the form of such request Exhibit F-1 hereto, to be received by telephonethe General Administrative Agent, in the case of a Eurodollar LoanEurocurrency Borrowing, not later than 11:00 10:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one two Business Day Days before the date of the proposed borrowing; provided that the Borrower may submit up to (but not more than) three Competitive Bid Requests on the same day, but a Borrowing. A Competitive Bid Request that does not conform substantially to Exhibit F-1 may be rejected in the General Administrative Agent’s sole discretion, and the General Administrative Agent shall not be made within five Business Days after promptly notify the date Company 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 rejectedrejection by telecopy. 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 a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with subsection 2.2:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period the Domestic Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans are outstanding, at any time shall not exceed the Available Commitments shall be reduced by lesser of the aggregate amount of such Competitive LoansBorrowing Base or the total Commitments. To request Competitive Bids, the Domestic Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Domestic Borrower 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 Request shall be 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 and signed by the Domestic Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (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 LoansLoans in Dollars; provided that while the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans are outstanding, at any time shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive Loanstotal Commitments. To request Competitive Bids, the a Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanEurocurrency Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the a Borrower 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 Request shall be confirmed promptly by hand delivery or telecopy facsimile transmission to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms ------------------------- and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans, in each case denominated in Dollars; provided that while after giving effect to any Borrowing -------- of Competitive Loans are outstanding, the Available Commitments shall be reduced by sum of the total Revolving Credit Exposures plus the aggregate principal amount of such the outstanding Competitive LoansLoans shall not exceed the total Commitments. To request Competitive Bids, the Borrower Company or the applicable Borrowing Subsidiary shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanEurocurrency Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower 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 Request shall be 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 and signed by the relevant Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms ------------------------- and conditions set forth herein, from time to time during the Availability Period any U.S. Borrower may request Competitive Bids for Competitive Loans denominated in dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while the sum of the -------- total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans are outstanding, at any time shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive Loanstotal Commitments. To request Competitive Bids, the a U.S. Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanEurocurrency Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower U.S. -------- Borrowers may submit in the aggregate up to (but not more than) three four 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 Request shall be 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 and signed by the applicable U.S. Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Revolving Commitment 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 while the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans are outstanding, at any time shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive Loanstotal Revolving Commitments. To request Competitive Bids, the a Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the a Borrower 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information:thereto

Competitive Bid Procedure. (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 Loans denominated in US Dollars in an aggregate principal amount that while will not result in the sum of the total Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans are outstanding, exceeding the Available Commitments shall be reduced by the aggregate amount of such Competitive Loanstotal Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanEurocurrency Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids for Competitive Loans denominated in dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while the sum of the Revolving Credit Exposures and the Competitive Loans are outstanding, the Available Commitments Loan Exposures at any time shall be reduced by not exceed the aggregate amount of such Competitive Loansthe Lenders' Commitments. To request Competitive Bids, the a Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanEurocurrency Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower Borrowers may submit jointly 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 Request shall be 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 and signed by the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Borrower portion of the Revolving Availability Period after the Stage I Contribution Date, Cellco may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans are outstanding, at any time shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive Loanstotal Revolving Credit Commitments. To request Competitive Bids, the Borrower Cellco shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower Cellco 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 Request shall be 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 and signed by the BorrowerCellco. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (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 while the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans are outstanding, at any time shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive Loanstotal Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower may submit up to (but not more than) three one Competitive Bid Requests on the same Request in one 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (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 while Competitive Loans are outstanding, at no time shall the Available Commitments shall be reduced by Total Exposure exceed the aggregate amount of such Competitive Loanstotal Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanEurocurrency Borrowing, not later than 11:00 a.m., New York City timeLocal Time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Borrower Availability Period the Borrowers may request Competitive Bids from the Lenders and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while that, after giving effect to any Borrowing of Competitive Loans, the sum of the total Revolving Credit Exposures plus the total Competitive Loans are outstanding, shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive Loanstotal Commitments. To request Competitive Bids, the applicable Borrower shall notify the Administrative Agent of such request by telephonetelephone or by telecopy, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m.12:00 noon, New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the applicable Borrower 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 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 Request shall be 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 and signed by the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Borrower Revolving Availability Period the Company may request Competitive Bids for Competitive Loans in US Dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while the sum of the Revolving Exposures and Competitive Loans are outstanding, the Available Commitments Loan Exposures at any time shall be reduced by not exceed the aggregate amount of such Competitive Loansthe Lenders' Commitments. To request Competitive Bids, the Borrower Company shall notify the Administrative Agent of such request by telephone, (i) in the case of a Eurodollar LoanEurocurrency Competitive Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, four Business Days before the date of the proposed borrowing and, Competitive Borrowing and (ii) in the case of an ABR Loana Fixed Rate Revolving Borrowing, not later than 10:00 a.m.12:00 noon, New York City time, one Business Day before the date of the proposed borrowing; provided that the Borrower may submit up to (but not Competitive Borrowing. Not more than) than three Competitive Bid Requests may be submitted on the same day, but and a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, 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 Request shall be 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 and signed by the BorrowerCompany. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (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 PROVIDED that while the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans are outstanding, at any time shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive LoansAggregate Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided PROVIDED that the Borrower 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Borrower Revolving Availability Period the Company may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while (i) after giving effect to any Borrowing of Competitive Loans are outstanding, the Available sum of the total Revolving Exposure plus the total Competitive Loans and Special Loans shall not exceed the total Revolving Commitments shall be reduced by and (ii) the aggregate amount of such Competitive LoansLoan Exposure shall not exceed $15,000,000. To request Competitive Bids, the Borrower Company shall notify the Administrative Agent of such request by telephonetelephone or by telecopy, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower Company may submit up to (but not more than) three five 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 Request shall be 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 and signed by the BorrowerCompany. Each such telephonic and written Competitive Bid Request shall specify the following information:information in compliance with Section 2.02.

Competitive Bid Procedure. (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 while Competitive Loans are outstanding, the Available Aggregate Outstanding Extensions of Credit at any time shall not exceed the total Commitments shall be reduced by the aggregate amount of at such Competitive Loanstime. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanTerm Benchmark Borrowing, not later than 11:00 a.m., New York City time, four U.S. Government Securities Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower may submit up to (but not more than) three Competitive Bid Requests at the same time on the same day, but a Competitive Bid Request shall not be made within five 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 Request shall be confirmed promptly by hand delivery delivery, telecopy or telecopy electronic pdf to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Borrower Commitment Period the Company may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive LoansLoans in Dollars; provided that while Competitive Loans are outstandingthat, the Available Commitments shall be reduced by the aggregate amount of after making such Competitive Loans, the Total Outstanding Extensions of Credit shall not exceed the Total Commitments then in effect. To request Competitive Bids, the Borrower Company shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar Competitive Loan, not later than 11:00 a.m.A.M., New York City time, four five Business Days before the date of the proposed borrowing and, in the case of an ABR a Fixed Rate Loan, not later than 10:00 a.m.A.M., New York City time, one Business Day before the date of the proposed borrowing; provided that the Borrower Company may only submit up to (but not more than) three one Competitive Bid Requests Request on the same any 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 Request shall be 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 and signed by the BorrowerCompany. Each such telephonic and written Competitive Bid Request shall specify the following information:

Competitive Bid Procedure. (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 while Competitive Loans are outstanding, the Available Aggregate -------- Outstanding Extensions of Credit at any time shall not exceed the total Commitments shall be reduced by the aggregate amount of at such Competitive Loanstime. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the -------- Borrower may submit up to (but not more than) three Competitive Bid Requests at the same time on the same day, but a Competitive Bid Request shall not be made within five 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a1) Subject to the terms and conditions set forth herein, from time to time during the Availability Period the Borrower may request Competitive Bids (with specified maturities of not less than 15 or more than 180 days) and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that while the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans are outstanding, at any time shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive Loanstotal Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m.12:00 noon, New York City time, four Business Days before the date of the proposed borrowing andBorrowing, and in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m.12:00 noon, New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms -------------------------- and conditions set forth herein, from time to time during the Availability Period any Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans, in each case denominated in Dollars; provided that while after giving effect to any Borrowing -------- of Competitive Loans are outstanding, the Available Commitments shall be reduced by sum of the total Revolving Credit Exposures plus the aggregate principal amount of such the outstanding Competitive LoansLoans shall not exceed the total Commitments. To request Competitive Bids, the Borrower Company or the applicable Borrowing Subsidiary shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanEurocurrency Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower 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 Request shall be 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 and signed by the relevant Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (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 while the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans are outstanding, at any time shall not exceed the Available Commitments shall be reduced by the aggregate amount of such Competitive Loanstotal Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanLIBOR Borrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the Borrower 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02:

Competitive Bid Procedure. (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 while Competitive Loans are outstanding, the Available Aggregate Outstanding Extensions of Credit at any time shall not exceed the total Commitments shall be reduced by the aggregate amount of at such Competitive Loanstime. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurodollar LoanBorrowing, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing Borrowing and, in the case of an ABR Loana Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the proposed borrowingBorrowing; provided that the -------- Borrower may submit up to (but not more than) three Competitive Bid Requests at the same time on the same day, but a Competitive Bid Request shall not be made within five 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 Request shall be 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 and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following informationinformation in compliance with Section 2.02: