Common use of Competitive Bid Procedure Clause in Contracts

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order 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, denominated in US Dollars, Sterling or Euro; provided that after giving effect to any Borrowing of Competitive Loans the sum of the aggregate Revolving Credit Exposures and the aggregate Competitive Loan Exposures shall not exceed the aggregate Commitments. To request Competitive Bids, the applicable Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1such request by telephone or by telecopy, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Eurocurrency Borrowing, not later than 10:00 11:00 a.m., New York City timeLocal Time, four Business Days before a the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City timeLocal Time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing the proposed Borrowing; provided that the Borrowers may submit up to (which shall be a Business Daybut not more than) and five Competitive Bid Requests on the aggregate principal amount thereofsame day, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of but a Competitive Bid Request that is shall not rejected as aforesaid, 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 shall invite by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the a written Competitive Bid Request.Request in a form approved by the Administrative Agent and signed by the applicable Borrower, or by the Borrower Agent on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No CD Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 25,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's ’s sole discretion, and the Administrative Agent shall promptly as soon as practicable notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Lenders Banks to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy fax to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive BorrowingLoan, not later than 10:00 a.m., New York City time, (A) four Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in Dollars and (B) five Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, (A) one Business Day before a proposed Competitive BorrowingBorrowing in the case of a Competitive Borrowing denominated in Dollars and (B) two Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's ’s sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopierfax. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (iA) whether the Borrowing then being requested is to be a LIBOR Eurocurrency Borrowing or a Fixed Rate Borrowing, (iiB) the date of such Borrowing (which shall be a Business Day), (C) and the currency of the requested Borrowing (which shall be Dollars or a Non-US Currency), (D) the aggregate principal amount thereof, of the requested Borrowing (which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of 1,000,000 units of the applicable currency with a Dollar Equivalent on the date of the applicable Competitive Bid Request of at least $5,000,00010,000,000), and (iiiE) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in fax to the form set forth in Exhibit E-2) Lenders a Notice of Competitive Bid Request inviting the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (a) In order 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; provided that the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures at any time shall not exceed the total Facility Commitments. To request Competitive Bids, the a Borrower shall hand deliver or telecopy to notify the Administrative Applicable Agent a duly completed Competitive Bid Request in the form of Exhibit E-1such request by telephone, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive BorrowingEurocurrency Borrowing denominated in dollars, not later than 10:00 11:00 a.m., New York City time, four Business Days before a the date of the proposed Competitive Borrowing and Borrowing, (ii) in the case of a Eurocurrency Borrowing denominated in an Eligible Currency, not later than 3:00 p.m., London time, four Business Days before the date of the proposed Borrowing, (iii) in the case of a Fixed Rate BorrowingBorrowing denominated in dollars, not later than 10:00 a.m., New York City time, one Business Day before a the date of the proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected Borrowing and (iv) in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower case of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate BorrowingBorrowing denominated in an Eligible Currency, (ii) not later than 3:00 p.m., London time, four Business Days before the date of such Borrowing the proposed Borrowing; provided that the Borrowers may submit jointly up to (which shall be a Business Daybut not more than) and three Competitive Bid Requests on the aggregate principal amount thereofsame day, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of but a Competitive Bid Request that is shall not rejected as aforesaid, be made within five Business Days after the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the terms and subject to the conditions date of this Agreement, to make Competitive Loans pursuant to the 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 Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver deliver, telecopy or telecopy send in *pdf format via electronic mail to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-l hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Base Rate Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-l hereto may be rejected in the Administrative Agent's ’s sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (iA) whether the Borrowing then being requested is to be a LIBOR Eurocurrency Borrowing or a Fixed Rate Borrowing, (iiB) the date of such Borrowing (which shall be a Business Day), (C) and the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount (D) the currency of $10,000,000 and in an integral multiple of $5,000,000, such Borrowing and (iiiE) the Interest Period with respect thereto (which may not end after the Maturity Revolving Credit Termination Date). If no election as to the currency of Borrowing is specified in any Competitive Bid Request, then the applicable Borrower shall be deemed to have requested Borrowings in Dollars. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Revolving Credit Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a the proposed Competitive date of such Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a the proposed date of such Borrowing. A Competitive BorrowingBid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 D-1 may be rejected in by the Administrative Agent's sole discretion, Agent and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopieras promptly as practicable. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Eurodollar Competitive Borrowing or a Fixed Rate Borrowing, ; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and the location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, 1,000,000 and not greater than the Total Commitment then available; and (iiiv) the Interest Period with respect thereto (which may not end after the Maturity DateDate unless the Borrower has given notice to extend payment of the principal amount of the Loans until the first anniversary of the Maturity Date in accordance with subsection 2.05(a)). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidrejected, the Administrative Agent shall invite by telecopier (telecopy in the form set forth in Exhibit E-2) D-2 invite the Lenders to bid, on the terms and subject to the conditions of this Agreement, bid to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order 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 hand deliver or telecopy to notify the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1such request by telephone, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Eurodollar Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing the proposed Borrowing; PROVIDED that the Borrower may submit up to (which shall be a Business Daybut not more than) and two Competitive Bid Requests on the aggregate principal amount thereofsame day, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of but a Competitive Bid Request that is shall not rejected as aforesaidbe 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 shall invite by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the a written Competitive Bid Request.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 in compliance with Section 2.02:

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time (or, if the Bid Request is delivered or telecopied to the Administrative Agent in London, 10:00 a.m., London time), four Business Days days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (iA) whether the Borrowing then being requested is to be a LIBOR Eurocurrency Borrowing or a Fixed Rate Borrowing, (iiB) the date of such Borrowing (which shall be a Business Day), (C) and the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount (D) the currency of $10,000,000 and in an integral multiple of $5,000,000, such Borrowing and (iiiE) the Interest Period with respect thereto (which may not end after the Maturity Date). If no election as to the currency of Borrowing is specified in any Competitive Bid Request, then the applicable Borrower shall be deemed to have requested Borrowings in Dollars. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly as soon as practicable notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Lenders Banks to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a the proposed Competitive date of such Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a the proposed date of such Borrowing. A Competitive BorrowingBid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to a form approved by the format of Exhibit E-1 Administrative Agent may be rejected in by the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopieras promptly as practicable. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, ; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and the location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,000, 1,000,000; and (iiiv) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidrejected, the Administrative Agent shall invite by telecopier (telecopy in a form approved by the form set forth in Exhibit E-2) Administrative Agent inviting the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make submit Competitive Loans pursuant to the Competitive Bid RequestBids.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Borrowing, not later than 10:00 a.m.2:00 p.m., New York City time, four Business Working Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m.2:00 p.m., New York City time, one Business Day before a proposed Competitive Borrowing. Each Competitive Bid Request shall specify the requested Currency. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing (which shall be a Business DayDay in the case of a Fixed Rate Borrowing and a Working Day in the case of a LIBOR Competitive Borrowing) and the aggregate principal amount Dollar Equivalent Amount thereof, which shall be in a minimum principal amount Dollar Equivalent Amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative CAF Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative CAF Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative CAF Agent's sole discretion, and the Administrative CAF Agent shall promptly notify the Borrower of such rejection by telecopiertelecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (iw) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iix) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiy) the Interest Period with respect thereto (which may not end after the earlier to occur of the last day of the Revolving Period and the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative CAF Agent shall invite by telecopier (telecopy to each Lender a Notice of Competitive Bid Request in the form set forth in of Exhibit E-2) A-2 inviting the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Borrowing, not later than 10:00 a.m.2:00 p.m., New York City time, four Business Working Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m.2:00 p.m., New York City time, one Business Day before a proposed Competitive Borrowing. Each Competitive Bid Request shall specify the requested Currency. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing (which shall be a Business DayDay in the case of a Fixed Rate Borrowing and a Working Day in the case of a LIBOR Competitive Borrowing) and the aggregate principal amount Dollar Equivalent Amount thereof, which shall be in a minimum principal amount Dollar Equivalent Amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver by hand, telecopy or telecopy other writing transmitted electronically (including in the form of a .pdf attachment) to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received duly completed and executed by the Administrative Agent an Authorized Representative (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 10:30 a.m., New York City time, four Business Days before a the proposed Competitive date of such Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 10:30 a.m., New York City time, one Business Day before a the proposed date of such Borrowing. A Competitive BorrowingBid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 D-1 may be rejected in by the Administrative Agent's sole discretion, Agent and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopieras promptly as practicable. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Eurodollar Competitive Borrowing or a Fixed Rate Borrowing, ; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and the location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, 1,000,000 and not greater than the Total Commitment then available; and (iiiv) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidrejected, the Administrative Agent shall invite by telecopier telecopy or other writing transmitted electronically (including in the form of a .pdf attachment) in the form set forth in Exhibit E-2) D-2 invite the Lenders to bid, on the terms and subject to the conditions of this Agreement, bid to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower Company shall hand deliver deliver, telex or telecopy to the Administrative Agent a duly completed Competitive Bid Request request substantially in the form of Exhibit E-1K, with the blanks appropriately completed (a "Competitive Bid Request"), to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Borrowing, not later than 10:00 11:00 a.m., New York City Houston, Texas time, four five Business Days before the date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive BorrowingLoan. No ABR Alternate Base Rate Loan shall be requested in, or or, except pursuant to Section 6, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 K may be rejected in the Administrative at Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower Company of such rejection by telecopier. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (iix) the date of such Borrowing Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof, thereof (which shall not be in a minimum principal amount less than $25,000,000 or greater than the unused portion of $10,000,000 the Maximum Revolving Credit Available Amount on such date and in shall be an integral multiple of $5,000,000, ) and (iiiy) the Interest Period with respect thereto (which may not end after the Maturity Datetermination of the Revolving Credit Availability Period). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in substantially the form set forth in Exhibit E-2L hereto) the Lenders Banks to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. Notwithstanding the foregoing, Agent shall have no obligation to invite any Bank to make a Competitive Bid pursuant to this Section 2.10(a) until such Bank has delivered a properly completed Competitive Bid Administrative Questionnaire to Agent.

Competitive Bid Procedure. (a) In order (i) Subject to the terms and conditions set forth herein, from time to time during the Commitment Period in respect of Domestic Commitments, the Company or any Domestic Subsidiary Borrower may request Competitive BidsBids 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 and (ii) 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 hand deliver or telecopy to give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) by delivery of a duly completed Competitive Bid Request in not later than 12:00 Noon New York City time (A) four Business Days prior to the form of Exhibit E-1requested Borrowing Date, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive BorrowingLoans, not later than 10:00 a.m.or (B) one Business Day prior to the requested Borrowing Date, New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive BorrowingLoans. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Each such Competitive Bid Request shall specify (1) that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such it is a request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether Loans under the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate BorrowingDomestic Facility, (ii2) the date of such Borrowing amount (which shall be a Business Dayminimum of $50 million) and Type of the aggregate principal amount thereofrequested Competitive Loans, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, (3) the requested Borrowing Date and (iii4) the requested Interest Period with respect thereto (which applicable thereto; provided, that the Company or the relevant Domestic Subsidiary Borrower may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, request offers to make Competitive Loans pursuant to under the Domestic Facility for more than one Interest Period or for multiple Types of Competitive Loans under the Domestic Facility in a single Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received such request by the Administrative Agent telephone (i) in the case of a LIBOR Eurodollar Competitive BorrowingBorrowing , not later than 10:00 11:00 a.m., New York City time, four Business Days before a the proposed Competitive date of such Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before the proposed date of such Borrowing. Provided that no two Competitive Bid Requests submitted on the same day shall be identical, the Borrower may submit up to (but not more than) three Competitive Bid Requests on the same day, but a proposed Competitive BorrowingBid 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 rejected by the Administrative Agent, as provided below. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. 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 the form of Exhibit D-1. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 D-1 may be rejected in by the Administrative Agent's sole discretion, Agent and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopieras promptly as practicable. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, ; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and the location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,0001,000,000, and in any event shall not result in the sum of the Aggregate Revolving Credit Exposure and the aggregate outstanding principal amount of Competitive Loans, after giving effect to such Borrowing, exceeding the Total Commitment; and (iiiv) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidrejected, the Administrative Agent shall invite by telecopier (the Lenders in the form set forth in as Exhibit E-2) the Lenders D-2 to bid, on the terms and subject to the conditions of this Agreement, bid to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) The Company may request the Revolving Lenders to make Competitive Bids in respect of an aggregate amount of Competitive Borrowings at any time outstanding not in excess of (i) the Total Revolving Commitment in effect at such time less (ii) the aggregate Committed Borrowings outstanding at such time. In order to request Competitive Bids, the Borrower Company shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City Charlotte, North Carolina time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City Charlotte, North Carolina time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower Company of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,000multiples thereof, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity DateDate (as such date may have been extended pursuant to Section 2.10)). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Revolving Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Servicing Agent a duly completed Competitive Bid Request in the form of Exhibit E-1C-1, to be received by the Administrative Servicing Agent (i) in the case of a LIBOR Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed LIBOR Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan Borrowing or LIBOR Revolving Borrowing shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 C-1 may be rejected in the Administrative Servicing Agent's sole discretion, and the Administrative Servicing Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify specify, (ix) whether the such Borrowing then being requested is to be a LIBOR Competitive Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof (which shall be in a minimum principal amount comply with the third sentence of $10,000,000 and in an integral multiple of $5,000,000, Section 2.02(a)) and (iiiz) the Interest Period with respect thereto -------- (which may not end after the Revolving Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Servicing Agent shall invite by telecopier (in the form set forth in Exhibit E-2C- 2) the Revolving Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request -------------------------- Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Eurodollar Borrowing or a CD Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may A-1 shall be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the appropriate Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether that the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing, a CD Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof (which shall be be, subject to the third sentence of Section 2.02(a), in a minimum principal amount of $10,000,000 25,000,000 and in an integral multiple of $5,000,000, 5,000,000 and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time on or after the Effective Date and until the earlier of the Maturity Date and the termination of the Commitments, any 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 Standby Credit Exposures plus the aggregate amount of the Competitive Loan Exposures at any time shall not exceed the Total Commitment. In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1E-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopiertelecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (iv) the Borrower submitting such Competitive Bid Request, (w) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iix) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be in a minimum principal amount of $10,000,000 15,000,000 and in an integral multiple of $5,000,0001,000,000, (y) the maturity date of such Borrowing (which may not be after the Maturity Date) and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in telecopy to each Lender a Notice of Competitive Bid Request inviting the form set forth in Exhibit E-2) the Lenders Lender to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (a) In order to request -------------------------- Competitive Bids, the a Borrower shall hand deliver deliver, telex or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Eurodollar Borrowing or a CD Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may A-1 shall be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the appropriate Borrower of such rejection by telex or telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether that the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing, a CD Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof (which shall be be, subject to the third sentence of Section 2.02(a), in a minimum principal amount of $10,000,000 25,000,000 and in an integral multiple of $5,000,000, 5,000,000 and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telex or telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order Subject to the terms and conditions set forth herein, from time to time during the Revolving Availability Period the Company may request Competitive Bids for Competitive Loans in US Dollars or one or more Designated Foreign Currencies and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; PROVIDED that the sum of the US Tranche Revolving Exposures and Competitive Loan Exposures at any time shall not exceed the aggregate amount of the Lenders' US Tranche Commitments. To request Competitive Bids, the Borrower Company shall hand deliver or telecopy to notify the Administrative Applicable Agent a duly completed Competitive Bid Request in the form of Exhibit E-1such request by telephone, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive BorrowingBorrowing or a Fixed Rate Competitive Borrowing denominated in a Designated Foreign Currency, not later than 10:00 a.m.12:00 noon, New York City timeLocal Time, four Business Days before a the date of the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate BorrowingRevolving Borrowing denominated in US Dollars, not later than 10:00 a.m.12:00 noon, New York City timeLocal Time, one Business Day before a the date of the proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Not more than three Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 Requests may be rejected in submitted on the Administrative Agent's sole discretionsame day, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is shall not rejected as aforesaid, be made within five Business Days after the Administrative Agent date of any previous Competitive Bid Request unless any and all such previous Competitive Bid Requests shall invite have been withdrawn or all Competitive Bids received in response thereto rejected. Each telephonic Competitive Bid Request shall be confirmed promptly by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the terms and subject hand delivery or telecopy to the conditions Applicable Agent of this Agreement, to make Competitive Loans pursuant to the a written Competitive Bid Request.Request in a form approved by the Applicable Agent and signed by the Company. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received such request by the Administrative Agent telephone (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a the proposed Competitive date of such Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before the proposed date of such Borrowing. Provided that no two Competitive Bid Requests submitted on the same day shall be identical, the Borrower may submit up to (but not more than) three Competitive Bid Requests on the same day, but a proposed Competitive BorrowingBid 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 rejected by the Administrative Agent, as provided below. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. No Term Loans shall be requested in, or made pursuant to, a Competitive Bid Request. 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 the form of Exhibit D-1. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 D-1 may be rejected in by the Administrative Agent's sole discretion, Agent and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopieras promptly as practicable. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, ; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and the location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,0001,000,000, and in any event shall not result in the sum of the Aggregate Revolving Credit Exposure and the aggregate outstanding principal amount of Competitive Loans, after giving effect to such Borrowing, exceeding the Total Revolving Credit Commitment; and (iiiv) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidrejected, the Administrative Agent shall invite by telecopier (the Revolving Credit Lenders in the form set forth in as Exhibit E-2) the Lenders D-2 to bid, on the terms and subject to the conditions of this Agreement, bid to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower Company shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Borrowing, not later than 10:00 a.m., New York City time, four five Business Days before a proposed Competitive Borrowing and (ii) in the case with respect to that portion of a Fixed such Competitive Bid Request which is for Competitive LIBO Rate Borrowing, not later than 10:00 a.m., New York City time, Loans or one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Borrowing with respect to that portion of such Competitive Bid RequestRequest which is for Competitive Fixed Rate Loans. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower Company of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such the requested Competitive Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof (which shall not be in a minimum principal amount of less than $10,000,000 or greater than the Total Commitment and in shall be an integral multiple of $5,000,0001,000,000), and (iiiii) the Interest Period with respect thereto (which may not end after the Maturity Date)) and (iii) the type of the requested Competitive Borrowing. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2B) the Lenders Banks to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time until the earlier of the Maturity Date and the termination of the Commitments, each 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 US Dollars; provided that, notwithstanding anything to the contrary contained in this Agreement, in no event may Competitive Loans be borrowed if, after giving effect thereto (and to any concurrent repayment or prepayment of Loans), the sum of the aggregate Revolving Credit Exposures and the aggregate Competitive Loan Exposures would exceed the aggregate Commitments then in effect. In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive BorrowingLoan, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Base Rate Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 hereto may be rejected in the Administrative Agent's ’s sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopiertelecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurocurrency Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be in a minimum principal amount of $10,000,000 US$5,000,000 and in an integral multiple of $5,000,000US$1,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in telecopy to the form set forth in Exhibit E-2) Lenders a Notice of Competitive Bid Request inviting the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver by hand, telecopy or telecopy other writing transmitted electronically (including in the form of a .pdf attachment) to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received duly completed and executed by the Administrative Agent an Authorized Representative (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m.12:00 Noon, New York City time, four Business Days before a the proposed Competitive date of such Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m.12:00 Noon, New York City time, one Business Day before a the proposed date of such Borrowing. A Competitive BorrowingBid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 D-1 may be rejected in by the Administrative Agent's sole discretion, Agent and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopieras promptly as practicable. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Eurodollar Competitive Borrowing or a Fixed Rate Borrowing, ; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and the location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, 1,000,000 and not greater than the Total Commitment then available; and (iiiv) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidrejected, the Administrative Agent shall invite by telecopier telecopy or other writing transmitted electronically (including in the form of a .pdf attachment) in the form set forth in Exhibit E-2) D-2 invite the Lenders to bid, on the terms and subject to the conditions of this Agreement, bid to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver deliver, e-mail or telecopy fax to the Administrative Agent a duly completed and executed Competitive Bid Request in the form of Exhibit E-1Request, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m.1:00 p.m., New York City time, four Business Days before a proposed the date of the requested Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m.1:00 p.m., New York City time, one Business Day before a proposed the date of the requested Competitive Borrowing. No ABR Loan ; provided that no Competitive Bids shall be requested inif, or made pursuant toafter giving effect to the Competitive Loans requested thereby, a the sum of the Revolving Credit Exposures of all the Lenders plus the aggregate principal amount of all Competitive Bid RequestLoans outstanding at the time would exceed the Total Commitment at the time. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in by the Administrative Agent's Agent in its sole discretion, and the Administrative Agent shall promptly notify the Borrower of any such rejection by telecopierin writing. Such Each request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether the Competitive Borrowing then being requested is to be a LIBOR Eurodollar Competitive Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Competitive Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite the Lenders, by telecopier (means of the notice in the form set forth in of Exhibit E-2) the Lenders A-2, to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans requested pursuant to the such Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Servicing Agent a duly completed Competitive Bid Request in the form of Exhibit E-1C-1, to be received by the Administrative Servicing Agent (i) in the case of a LIBOR Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed LIBOR Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan Borrowing or NIBOR Borrowing shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 C-1 may be rejected in the Administrative Servicing Agent's sole discretion, and the Administrative Servicing Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify specify, (ix) whether the such Borrowing then being requested is to be a LIBOR Competitive Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof (which shall be in a minimum principal amount comply with the third sentence of $10,000,000 and in an integral multiple of $5,000,000, Section 2.02(a)) and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Servicing Agent shall invite by telecopier (in the form set forth in Exhibit E-2C-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver deliver, telex or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telex or telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopiertelecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date)) and the interest payment date or dates relating thereto. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier telecopy (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order 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 denominated in US Dollars or any Designated Foreign Currency (excluding Australian Dollars); provided that after giving effect to any Borrowing of Competitive Loans the sum of the total Revolving Credit Exposures plus the total Competitive Loans shall not exceed the total Commitments. To request Competitive Bids, the Borrower Company or the applicable Borrowing Subsidiary shall hand deliver notify the Applicable Agent of such request by telephone or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1by telecopy, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Eurocurrency Borrowing, not later than 10:00 11:00 a.m., New York City timeLocal Time, four Business Days before a the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City timeLocal Time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing the proposed Borrowing; provided that the Borrowers may submit up to (which shall be a Business Daybut not more than) and five Competitive Bid Requests on the aggregate principal amount thereofsame day, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of but a Competitive Bid Request that is shall not rejected as aforesaid, be made within five Business Days after the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the terms and subject to the conditions date of this Agreement, to make Competitive Loans pursuant to the 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 Applicable Agent of a written Competitive Bid Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy fax to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive BorrowingLoan, not later than 10:00 a.m., New York City time, (A) four Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in Dollars and (B) five Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, (A) one Business Day before a proposed Competitive BorrowingBorrowing in the case of a Competitive Borrowing denominated in Dollars and (B) five Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's ’s sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopierfax. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (iA) whether the Borrowing then being requested is to be a LIBOR Eurocurrency Borrowing or a Fixed Rate Borrowing, (iiB) the date of such Borrowing (which shall be a Business Day), (C) and the currency of the requested Borrowing (which shall be Dollars or a Non-US Currency), (D) the aggregate principal amount thereof, of the requested Borrowing (which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of 1,000,000 units of the applicable currency with a Dollar Equivalent on the date of the applicable Competitive Bid Request of at least $5,000,00010,000,000), and (iiiE) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in fax to the form set forth in Exhibit E-2) Lenders a Notice of Competitive Bid Request inviting the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Borrowing, not later than 10:00 a.m.2:00 p.m., New York City time, four Business Working Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m.2:00 p.m., New York City time, one Business Day before a proposed Competitive Borrowing. Each Competitive Bid Request shall specify the requested Currency. No ABR Loan, C$ Prime Rate Loan or Bankers' Acceptance shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing (which shall be a Business DayDay in the case of a Fixed Rate Borrowing and a Working Day in the case of a LIBOR Competitive Borrowing) and the aggregate principal amount Dollar Equivalent Amount thereof, which shall be in a minimum principal amount Dollar Equivalent Amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative CAF Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative CAF Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative CAF Agent's sole discretion, and the Administrative CAF Agent shall promptly notify the Borrower of such rejection by telecopiertelecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (iw) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iix) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiy) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative CAF Agent shall invite by telecopier (telecopy to each Lender a Notice of Competitive Bid Request in the form set forth in of Exhibit E-2) A-2 inviting the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver deliver, telex or telecopy to the Administrative Paying Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Paying Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Paying Agent's sole discretion, and the Administrative Paying Agent shall promptly notify the Borrower of such rejection by telecopiertelex or telecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Paying Agent shall invite by telecopier telex or telecopy (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) Competitive Bids shall only be available to the Borrower and accepted by the Administrative Agent if, and only for so long as, the Leverage Ratio is less than 2.50 to 1.00, as determined in accordance with the most recently delivered Compliance Certificate. In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City Dallas, Texas time, four Business Days before a the proposed Competitive date of such Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City Dallas, Texas time, one Business Day before a the proposed date of such Borrowing. A Competitive BorrowingBid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 D-1 hereto may be rejected in by the Administrative Agent's sole discretion, Agent and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopieras promptly as practicable. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, ; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and the location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c) hereof); (iv) the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount of $10,000,000 3,000,000 and in an integral multiple of $5,000,000, 1,000,000; and (iiiv) the Interest Period with respect thereto (which may not end after the Maturity Date)thereto. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidrejected, the Administrative Agent shall invite by telecopier (telecopy in the form set forth in Exhibit E-2) D-2 invite the Lenders to bid, on the terms and subject to the conditions of this Agreement, bid to make Competitive Loans pursuant to the Competitive Bid Request. Each Competitive Loan may only be made in an amount equal to or less than the lesser of (i) the amount by which the Commitment exceeds the Total Exposure on such date and (ii) the amount by which the Commitment exceeds the sum of (A) the aggregate outstanding Revolving Loans, (B) the L/C Exposure and (C) the aggregate outstanding Competitive Loans.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver deliver, telex or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No Eurocurrency Loan, CD Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telex or telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telex or telecopier (in the form set forth in of Exhibit E-2A-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative CAF Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative CAF Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative CAF Agent's sole discretion, and the Administrative CAF Agent shall promptly notify the Borrower of such rejection by telecopiertelecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative CAF Agent shall invite by telecopier (telecopy to each Lender a Notice of Competitive Bid Request in the form set forth in of Exhibit E-2) A-2 inviting the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopiertelecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing (which shall be a Business Day) and ), the aggregate principal amount thereof, which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier telecopy (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy fax to the Administrative Agent a duly completed and executed Competitive Bid Request in the form of Exhibit E-1Request, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m.1:00 p.m., New York City time, four Business Days before a proposed the date of the requested Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m.1:00 p.m., New York City time, one Business Day before a proposed the date of the requested Competitive Borrowing. No ABR Loan ; provided that no Competitive Bids shall be requested inif, or made pursuant toafter giving effect to the Competitive Loans requested thereby, a the sum of the Revolving Credit Exposures of all the Lenders plus the aggregate principal amount of all Competitive Bid RequestLoans outstanding at the time would exceed the lesser of (i) the Total Commitment and (ii) the Maximum Availability at the time. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected by the Agent in the Administrative Agent's its sole discretion, and the Administrative Agent shall promptly notify the Borrower of any such rejection by telecopierrejection. Such Each request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether the Competitive Borrowing then being requested is to be a LIBOR Eurodollar Competitive Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Competitive Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite the Lenders, by telecopier (means of the notice in the form set forth in of Exhibit E-2) the Lenders A-2, to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans requested pursuant to the such Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative CAF Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative CAF Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative CAF Agent's sole discretion, and the Administrative CAF Agent shall promptly notify the Borrower of such rejection by telecopiertelecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (iw) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iix) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiy) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative CAF Agent shall invite by telecopier (telecopy to each Lender a Notice of Competitive Bid Request in the form set forth in of Exhibit E-2) A-2 inviting the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (a) In order 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 denominated in US Dollars; provided that (i) the sum of the total Revolving Credit Exposures plus the Competitive Loan Exposure at any time shall not exceed the total Commitments or (ii) in the event the Maturity Date shall have been extended as provided in Section 2.09, the sum of the LC Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the Competitive Loans maturing after such Existing Maturity Date shall not exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit and the maturity of the last of such Competitive Loans. To request Competitive Bids, the applicable Borrower (or the Company on its behalf, with each Subsidiary Borrower hereby appointing and authorizing the Company to act on its behalf for the purpose of such request) shall hand deliver or telecopy to notify the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1such request by telephone, to be received by the Administrative Agent (ix) in the case of a LIBOR Competitive BorrowingBorrowing that is to bear interest based on the LIBO Rate, not later than 10:00 11:00 a.m., New York City timeLocal Time, four Business Days before a the date of the proposed Competitive Borrowing and (iiy) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City timeLocal Time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing the proposed Borrowing; provided that the applicable Borrower may submit up to (which shall be a Business Daybut not more than) and three Competitive Bid Requests on the aggregate principal amount thereofsame day, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of but a Competitive Bid Request that is shall not rejected as aforesaidbe 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 fax to the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the a written Competitive Bid Request.Request in a form approved by the Administrative Agent and signed by a Financial Officer of the applicable Borrower (or by a Financial Officer of the Company on behalf of the applicable Borrower). Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-l hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-l hereto may be rejected in the Administrative Agent's ’s sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (iA) whether the Borrowing then being requested is to be a LIBOR Eurocurrency Borrowing or a Fixed Rate Borrowing, (iiB) the date of such Borrowing (which shall be a Business Day), (C) and the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount (D) the currency of $10,000,000 and in an integral multiple of $5,000,000, such Borrowing and (iiiE) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). If no election as to the currency of Borrowing is specified in any Competitive Bid Request, then the applicable Borrower shall be deemed to have requested Borrowings in Dollars. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower (in the case of Domestic Competitive Bids or Multicurrency Competitive Bids) or the UK Borrower (in the case of Multicurrency Competitive Bids), shall hand deliver by hand, telecopy or telecopy other writing transmitted electronically (including in the form of a .pdf attachment) to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received duly completed and executed by the Administrative Agent an Authorized Representative (i) in the case of a LIBOR Eurocurrency Competitive Borrowing, not later than 10:00 10:30 a.m., New York City time, four Business Days before a the proposed Competitive date of such Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 10:30 a.m., New York City time, one Business Day before a the proposed date of such Borrowing. A Competitive BorrowingBid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 D-1 may be rejected in by the Administrative Agent's sole discretion, Agent and the Administrative Agent shall promptly notify the Borrower or the UK Borrower, as the case may be, of such rejection by telecopieras promptly as practicable. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then is requested by the Borrower (as a Domestic Competitive Bid or a Multicurrency Competitive Bid) or by the UK Borrower (as a Multicurrency Competitive Bid), (ii) whether the Borrowing being requested is to be a LIBOR Eurocurrency Competitive Borrowing or a Fixed Rate Borrowing, ; (iiiii) the date of such Borrowing (which shall be a Business Day); (iv) the number and the location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (v) the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount of of, if a Dollar denominated Borrowing, $10,000,000 or, if a non-Dollar denominated Borrowing €10,000,000 or £10,000,000 and in an integral multiple of of, if a Dollar denominated Borrowing, $5,000,0001,000,000 or, if a non-Dollar denominated Borrowing, €1,000,000 or £1,000,000 and not greater than, if a Domestic Competitive Loan, the Total Domestic Commitment then available or, if a Multicurrency Competitive Loan, not greater than the Total Multicurrency Commitment then available; (iiivi) the Interest Period with respect thereto (which may not end after the Maturity Date); and (vii) with respect to Multicurrency Competitive Loans requested by the UK Borrower, the Available Currency of such Loan. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidrejected, the Administrative Agent shall invite by telecopier telecopy or other writing transmitted electronically (including in the form of a .pdf attachment) in the form set forth in Exhibit E-2) D-2 invite the relevant Lenders to bid, on the terms and subject to the conditions of this Agreement, bid to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2) the Lenders Banks to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.. 103

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive BorrowingBorrowing in any Currency, or Fixed Rate Borrowings in any Currency other than Dollars, not later than 10:00 a.m., New York City time11:00 a.m. Local Time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate BorrowingBorrowing in Dollars, not later than 10:00 a.m., New York City timea.m. Local Time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the such requesting Borrower of such rejection by telecopierfacsimile. Such request for Competitive Bids shall in each case refer to this Agreement and specify (iA) whether the Borrowing then being requested is to be a LIBOR Eurocurrency Competitive Borrowing or a Fixed Rate Borrowing, (iiB) the Currency and date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, (in such Currency) thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $1,000,000 (or, if such Borrowing is denominated in an Agreed Alternative Currency, the Dollar Equivalent of such Borrowing shall be in a minimum principal amount of $5,000,000), and (iiiC) the Interest Period with respect thereto (which may not end after the Maturity Date)thereto. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopiertelecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing (which shall be a Business Day) and ), the aggregate principal amount thereof, which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative 19 14 Agent shall invite by telecopier telecopy (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (a) In order 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 the sum of the total Syndicated Loans 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 hand deliver or telecopy to notify the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1such request by telephone, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Eurodollar Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing the proposed Borrowing; provided that the Borrower may submit up to (which shall be a Business Daybut not more than) and three Competitive Bid Requests on the aggregate principal amount thereofsame day, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of but a Competitive Bid Request that is shall not rejected as aforesaidbe 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 shall invite by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the a written Competitive Bid Request.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 in compliance with Section 2.02:

Competitive Bid Procedure. (a) In order to request Competitive Bids, a Borrower (the Borrower "Applicable Borrower") shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive BorrowingLoan, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopiertelecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (iw) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iix) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, and (iiiy) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in telecopy to the form set forth in Exhibit E-2) Lenders a Notice of Competitive Bid Request inviting the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand hand- deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Euro dollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Standby Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether the such Borrowing then being requested is to be a LIBOR Euro dollar Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be in a minimum principal an aggregate amount of that is at least $10,000,000 and 5,000,000 and, in an integral multiple of $5,000,0001,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in 188 Exhibit E-2A-2) the Lenders Banks to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order 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 (after giving effect to the borrowing of such Competitive Loans and any concurrent repayment of Loans) shall not exceed the total Commitments. To request Competitive Bids, the Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1such request by telephone, to be received by the Administrative Agent (ia) in the case of a LIBOR Competitive Eurodollar Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a the date of the proposed Competitive Borrowing and (iib) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing the proposed Borrowing; provided that -------- the Borrower may submit up to (which shall be a Business Daybut not more than) and five Competitive Bid Requests on the aggregate principal amount thereofsame day, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of but a Competitive Bid Request that is shall not rejected as aforesaidbe 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 Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the a written Competitive Bid Request.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 in compliance with Section 2.02:

Competitive Bid Procedure. (a) Competitive Bids shall only be available to the Borrower and accepted by the Administrative Agent if, and only for so long as, the Leverage Ratio is less than 2.50 to 1.00, as determined in accordance with the most recently delivered Compliance Certificate. In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City Dallas, Texas time, four Business Days before a the proposed Competitive date of such Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City Dallas, Texas time, one Business Day before a the proposed date of such Borrowing. A Competitive BorrowingBid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 EXHIBIT D-1 hereto may be rejected in by the Administrative Agent's sole discretion, Agent and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopieras promptly as practicable. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, ; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and the location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c) hereof); (iv) the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount of $10,000,000 3,000,000 and in an integral multiple of $5,000,000, 1,000,000; and (iiiv) the Interest Period with respect thereto (which may not end after the Maturity Date)thereto. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidrejected, the Administrative Agent shall invite by telecopier (telecopy in the form set forth in Exhibit E-2) EXHIBIT D-2 invite the Lenders to bid, on the terms and subject to the conditions of this Agreement, bid to make Competitive Loans pursuant to the Competitive Bid Request. Each Competitive Loan may only be made in an amount equal to or less than the lesser of (i) the amount by which the Commitment exceeds the Total Exposure on such date and (ii) the amount by which the Commitment exceeds the sum of (A) the aggregate outstanding Revolving Loans, (B) the L/C Exposure and (C) the aggregate outstanding Competitive Loans.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m.1:00 p.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m.1:00 p.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's ’s sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. Competitive Borrowings may not be made in an aggregate principal amount outstanding at any time greater than the Total Commitment minus the Revolving Credit Exposures at such time.

Competitive Bid Procedure. (a) 0 In order to request Competitive Bids, the a Borrower shall hand deliver deliver, telecopy or telecopy send in *pdf format via electronic mail to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-l hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-l hereto may be rejected in the Administrative Agent's ’s sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (iA) whether the Borrowing then being requested is to be a LIBOR Eurocurrency Borrowing or a Fixed Rate Borrowing, (iiB) the date of such Borrowing (which shall be a Business Day), (C) and the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount (D) the currency of $10,000,000 and in an integral multiple of $5,000,000, such Borrowing and (iiiE) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). If no election as to the currency of Borrowing is specified in any Competitive Bid Request, then the applicable Borrower shall be deemed to have requested Borrowings in Dollars. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order 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 shall not exceed the total Commitments and provided further that if the Maturity Date shall have been extended pursuant to Section 2.09(d), no Competitive Bid Request and no Competitive Loan shall be made hereunder if, after giving effect thereto, the aggregate principal amount of all Competitive Loans maturing after such Existing Maturity Date would exceed the aggregate Commitments that have been extended to a date after the maturity of the last of such Competitive Loans. To request Competitive Bids, the Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1such request by telephone, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Eurodollar Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a the date of the proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A ; provided that the Borrower may submit no more than one Competitive Bid Request that does not conform substantially to on the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, same day and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is shall not rejected as aforesaidbe 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 facsimile to the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the a written Competitive Bid Request.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 in compliance with Section 2.02:

Competitive Bid Procedure. (a) In order to request ------------------------- Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No Eurocurrency Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 1,000,000 and in an integral multiple of $5,000,0001,000,000 and which amount, when combined with all outstanding Competitive Loans, shall not exceed 50% of the Total Revolving Commitment, and (iiiz) the Interest Period with respect thereto (which may not end after the Revolving Maturity Date). The Borrower may not request Competitive Borrowings with more than three different Interest Periods in any Competitive Bid Request. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in of Exhibit E-2A-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower Company shall hand deliver deliver, telex or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No Eurocurrency Loan, CD Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower Company of such rejection by telex or telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telex or telecopier (in the form set forth in of Exhibit E-2A-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver deliver, telex or telecopy to the Administrative Paying Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Paying Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Paying Agent's sole discretion, and the Administrative Paying Agent shall promptly notify the Borrower of such rejection by telecopiertelex or telecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Paying Agent shall invite by telecopier telex or telecopy (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order 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, after giving effect to any Borrowing of Competitive Loans, the sum of the Revolving Credit Exposure plus the total Competitive Loans shall not exceed the total Commitments. To request Competitive Bids, the Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Competitive Bid Request of such request in the form of Exhibit E-1writing or by electronic mail or telecopy, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive SOFR Borrowing, not later than 10:00 a.m.12:00 noon, New York City time, four U.S. Government Securities Business Days before a the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing the proposed Borrowing; provided that the Borrower may submit up to (which shall be a Business Daybut not more than) and three Competitive Bid Requests on the aggregate principal amount thereofsame day, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of but a Competitive Bid Request that is shall not rejected as aforesaidbe 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 Competitive Bid Request shall be confirmed promptly by delivery to the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the a written Competitive Bid Request.Request in a form approved by the Administrative Agent and signed by the Borrower. Each such written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) In order 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, and 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 up to an aggregate principal amount outstanding at any one time equal to 50% of the aggregate Commitments for Revolving 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 for Revolving Loans. To request Competitive Bids, the Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1such request by telephone, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Eurodollar Borrowing, not later than 10:00 a.m.12:00 noon, New York City time, four (4) Business Days before a the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one (1) Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing the proposed Borrowing; provided that the Borrower may submit up to (which shall be a Business Daybut not more than) and three (3) Competitive Bid Requests on the aggregate principal amount thereofsame day, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of but a Competitive Bid Request that is shall not rejected as aforesaidbe 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 by the Borrower 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 shall invite by telecopier (of a written Competitive Bid Request in the form set forth in of Exhibit E-2) E attached hereto and signed by the Lenders to bid, on the terms Borrower. Each such telephonic and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the written Competitive Bid Request.Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) In order Subject to the terms and conditions set forth herein, from time to time during the Revolving Credit 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 including the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, the Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1such request, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Term Benchmark Borrowing, not later than 10:00 a.m.12:00 p.m., New York City time, four USU.S. Government Securities Business Days before a the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m.12:00 p.m., New York City time, one U.S. Government Securities Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing the proposed Borrowing; provided that the Borrower may submit up to (which shall be a Business Daybut not more than) and five Competitive Bid Requests on the aggregate principal amount thereofsame day, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of but a Competitive Bid Request that is shall not rejected as aforesaidbe made within five U.S. Government Securities 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 Competitive Bid Request shall be made by delivery to the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the a written Competitive Bid Request.Request in a form approved by the Administrative Agent and signed by the Borrower (or by telephone if confirmed promptly by such delivery of a written Competitive Bid request). Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a the proposed Competitive date of such Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a the proposed date of such Borrowing. A Competitive BorrowingBid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 D-1 may be rejected in by the Administrative Agent's sole discretion, Agent and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopieras promptly as practicable. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Eurodollar Competitive Borrowing or a Fixed Rate Borrowing, ; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and the location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, 1,000,000 and not greater than the Total Commitment then available; and (iiiv) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidrejected, the Administrative Agent shall invite by telecopier (telecopy in the form set forth in Exhibit E-2) D-2 invite the Lenders to bid, on the terms and subject to the conditions of this Agreement, bid to make Competitive Competi tive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order 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 aggregate principal amount of outstanding Loans (including Competitive Loans) at any time shall not exceed the total Commitments and provided further that notwithstanding anything herein to the contrary, no Competitive Bids may be accepted and no Competitive Loans may be made without the prior written consent of all of the Lenders. To request Competitive Bids, the Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received such request by the Administrative Agent (ix) in the case of a LIBOR Competitive Borrowing, not later than 10:00 11:00 a.m., New York City timeLocal Time, four Business Days before a the date of the proposed Competitive Borrowing and (iiy) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City timeLocal Time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing the proposed Borrowing; provided that the Borrower may submit up to (which shall be a Business Daybut not more than) and three Competitive Bid Requests on the aggregate principal amount thereofsame day, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of but a Competitive Bid Request that is shall not rejected as aforesaidbe 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 Competitive Bid Request shall be irrevocable and shall be made by hand delivery or telecopy to the Administrative Agent shall invite by telecopier (of a duly completed and executed Competitive Bid Request in the form set forth in of Exhibit E-2) the Lenders to bidD (or by telephone notification, on the terms and subject confirmed promptly by hand delivery or telecopy to the conditions Administrative Agent of this Agreement, to make Competitive Loans pursuant to the a duly completed and executed Competitive Bid Request.Request in the form of Exhibit D). Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) The Company may request the Banks ------------------------- to make Competitive Bids; provided that, no Competitive Loan(s) shall be made -------- ---- if, after giving effect to the making of such Loan(s) and the simultaneous application of the proceeds thereof, the aggregate principal amount of all Loans then outstanding would exceed the Total Commitment in effect at such time. In order to request Competitive Bids, the Borrower Company shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive BorrowingLoan, not later than 10:00 a.m.12:00 noon, New York City Philadelphia time, four Business Days before a the proposed Competitive Borrowing Date and (ii) in the case of a Fixed Rate BorrowingLoan, not later than 10:00 11:00 a.m., New York City Philadelphia time, one Business Day before a the proposed Competitive BorrowingBorrowing Date. No ABR Base Rate Loan shall be requested in, in or made pursuant to, to a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower Company of such rejection by telecopier. Such Each request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Borrowing of Eurodollar Loans or a Fixed Rate BorrowingLoans, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 and in an integral 2,500,000 or a whole multiple of $5,000,000500,000 in excess thereof, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). The Company may request offers to make Competitive Loans for more than one but no more than three Interest Periods in a single Competitive Bid Request. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2) the Lenders Banks to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (aa)The Company may request the Banks to make Competitive Bids in respect of an aggregate amount of Competitive Borrowings at any time outstanding not in excess of (i) the Total Commitment in effect at such time less (ii) the aggregate Committed Borrowings outstanding at such time. In order to request Competitive Bids, the Borrower Company shall hand deliver or telecopy to the Administrative Agent a duly completed com- pleted Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City North Carolina time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City North Carolina time, one Business Day before a proposed Competitive Competi- tive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower Company of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple multiples of $5,000,0001,000,000 in excess thereof, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity DateDate (as such date may have been extended pursuant to Section 2.10)). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Lenders Banks to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a the proposed Competitive date of such Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a the proposed date of such Borrowing. A Competitive BorrowingBid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to a form approved by the format of Exhibit E-1 Administrative Agent may be rejected in by the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopieras promptly as practicable. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, ; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and the location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,000, 1,000,000; and (iiiv) the Interest Period with respect thereto (which may not end after the Revolving Credit Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidrejected, the Administrative Agent shall by telecopy in a form approved by the Administrative Agent invite by telecopier (in the form set forth in Exhibit E-2) the Revolving Credit Lenders to bid, on the terms and subject to the conditions of this Agreement, bid to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (ai) In order to request Competitive Bids, the a Borrower shall hand deliver deliver, telecopy or telecopy send in *pdf format via electronic mail to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-l hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of #PageNum# Exhibit E-1 A-l hereto may be rejected in the Administrative Agent's ’s sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (iA) whether the Borrowing then being requested is to be a LIBOR Eurocurrency Borrowing or a Fixed Rate Borrowing, (iiB) the date of such Borrowing (which shall be a Business Day), (C) and the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount (D) the currency of $10,000,000 and in an integral multiple of $5,000,000, such Borrowing and (iiiE) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). If no election as to the currency of Borrowing is specified in any Competitive Bid Request, then the applicable Borrower shall be deemed to have requested Borrowings in Dollars. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time on or after the Effective Date and until the earlier of the Maturity Date and the termination of the Commitments, 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 Standby Credit Exposures plus the aggregate amount of the Competitive Loan Exposures at any time shall not exceed the Total Commitment. In order to request Competitive Bids, a Borrower (the Borrower "Applicable Borrower") shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive BorrowingLoan, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopiertelecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurocurrency Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in telecopy to the form set forth in Exhibit E-2) Lenders a Notice of Competitive Bid Request inviting the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (ac) In order to request Competitive Bids, the Borrower shall hand deliver deliver, telex or telecopy to the Administrative Paying Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Paying Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Paying Agent's sole discretion, and the Administrative Paying Agent shall promptly notify the Borrower of such rejection by telecopiertelex or telecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Paying Agent shall invite by telecopier telex or telecopy (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. Each Lender invited to bid may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to the Borrower's Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Paying Agent via telex or telecopy, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Paying Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Paying Agent after conferring with, and upon the instruction of, the Borrower, and the Paying Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Lender invited to bid shall elect not to make a Competitive Bid, such Lender shall so notify the Paying Agent via telex or telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable.

Competitive Bid Procedure. (a) In order 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 shall not exceed the total Commitments and provided further that if the Maturity Date shall have been extended pursuant to Section 2.08(d), no Competitive Bid Request and no Competitive Loan shall be made hereunder if, after giving effect thereto, the aggregate principal amount of all Competitive Loans maturing after such Existing Maturity Date would exceed the aggregate Commitments that have been extended to a date after the maturity of the last of such Competitive Loans. To request Competitive Bids, the Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1such request by telephone, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Eurodollar Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a the date of the proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A ; provided that the Borrower may submit no more than one Competitive Bid Request that does not conform substantially to on the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, same day and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is shall not rejected as aforesaidbe 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 shall invite by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the a written Competitive Bid Request.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 in compliance with Section 2.02:

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time (or, if the Bid Request is delivered or telecopied to the Administrative Agent in London, 10:00 a.m., London time), four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (iA) whether the Borrowing then being requested is to be a LIBOR Eurocurrency Borrowing or a Fixed Rate Borrowing, (iiB) the date of such Borrowing (which shall be a Business Day), (C) and the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount (D) the currency of $10,000,000 and in an integral multiple of $5,000,000, such Borrowing and (iiiE) the Interest Period with respect thereto (which may not end after the Maturity Date). If no election as to the currency of Borrowing is specified in any Competitive Bid Request, then the applicable Borrower shall be deemed to have requested Borrowings in Dollars. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received such request by the Administrative Agent telephone (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a the proposed Competitive date of such Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before the proposed date of such Borrowing. Provided that no two Competitive Bid Requests submitted on the same day shall be identical, the Borrower may submit up to (but not more than) three Competitive Bid Requests on the same day, but a proposed Competitive BorrowingBid 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 rejected by the Administrative Agent, as provided below. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. 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 the form of Exhibit D-1. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 D-1 may be rejected in by the Administrative Agent's sole discretion, Agent and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopieras promptly as practicable. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, ; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and the location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,0001,000,000, and in any event shall not result in the sum of the Aggregate Revolving Credit Exposure and the aggregate outstanding principal amount of Competitive Loans, after giving effect to such Borrowing, exceeding the Total Commitment; and (iiiv) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidre- jected, the Administrative Agent shall invite by telecopier (the Lenders in the form set forth in as Exhibit E-2) the Lenders D-2 to bid, on the terms and subject to the conditions of this Agreement, bid to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received duly completed and executed by the Administrative Agent an Authorized Representative (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a the proposed Competitive date of such Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a the proposed date of such Borrowing. A Competitive BorrowingBid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 D-1 may be rejected in by the Administrative Agent's sole discretion, Agent and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopieras promptly as practicable. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Eurodollar Competitive Borrowing or a Fixed Rate Borrowing, ; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and the location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, 1,000,000 and not greater than the Total Commitment then available; and (iiiv) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidrejected, the Administrative Agent shall invite by telecopier (telecopy in the form set forth in Exhibit E-2) D-2 invite the Lenders to bid, on the terms and subject to the conditions of this Agreement, bid to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1E-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopiertelecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (iv) the Borrower submitting such Competitive Bid Request, (w) whether the Borrowing then being requested is to be a LIBOR Eurocurrency Borrowing or a Fixed Rate Borrowing, (iix) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be in a minimum principal princi pal amount of $10,000,000 15,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiy) the maturity date of such Borrowing (which may not be after the Maturity Date)and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in telecopy to each Lender a Notice of Competitive Bid Request inviting the form set forth in Exhibit E-2) the Lenders Lender to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the relevant Borrower shall hand deliver deliver, telex or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the relevant Borrower of such rejection by telex or telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. Competitive Borrowings may be made in an aggregate principal amount outstanding at any time not greater than the Total Commitment minus the Revolving Credit Exposures at such time. The portion of the Revolving Credit Exposure attributable to Stilwell at any time plus the aggregate principal amount of Comxxxxxxxx Loans to Stilwell outstanding at such time shall not exceed $200,000,000. Xxx portion of the Revolving Credit Exposure attributable to Janus at any time plus the aggregate principal amount of Competitive Loans to Janus outstanding at such time shall not exceed $100,000,000.

Competitive Bid Procedure. (a) In order Subject to the terms and conditions set forth herein, at any time and from time to time prior to the end of the Availability Period the Borrower may request Competitive Bids for Competitive Advances denominated in dollars and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Advances; provided that the sum of the Aggregate Revolving Credit Exposure plus the aggregate principal amount of outstanding Competitive Advances at any time shall not exceed the Aggregate Commitments. To request Competitive Bids, the Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1such request by telephone, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Eurocurrency Rate Loan Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing the proposed Borrowing; provided that the Borrower may submit up to (which shall be a Business Daybut not more than) and two Competitive Bid Requests on the aggregate principal amount thereofsame day, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of but a Competitive Bid Request that is shall not rejected as aforesaidbe 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 shall invite by telecopier (in the form set forth in Exhibit E-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the a written Competitive Bid Request.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 in compliance with Section 2.02:

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver deliver, telex or telecopy to the Administrative Competitive Bid Auction Agent a duly completed Competitive Bid Request request substantially in the form of Exhibit E-1H, with the blanks appropriately completed --------- (a "Competitive Bid Request"), to be received by the Administrative Competitive Bid Auction -------------------------- Agent (i) in the case of a LIBOR Competitive Borrowing, not later than 10:00 11:00 a.m., New York City Houston, Texas time, four five Business Days before the date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive BorrowingLoan. No ABR Loan Alternate Base Rate shall be requested in, or, except pursuant to Sections 2.15, 2.16, or 2.17, made ---------------------------- pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 H may be rejected in at the Administrative --------- Competitive Bid Auction Agent's sole discretion, and the Administrative Competitive Bid Auction Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Each Competitive Bids Bid Request shall in each case refer to this Credit Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (iix) the date of such Borrowing Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof, thereof (which shall not be in a minimum principal amount of less than $10,000,000 or greater than the unused portion of the Available Commitment on such date and in shall be an integral multiple of $5,000,000, 1,000,000) and (iiiy) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Competitive Bid Auction Agent shall invite by telecopier (in substantially the form set forth in Exhibit E-2I hereto) the Lenders Banks to bid, on the --------- terms and subject to the conditions of this Credit Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. Notwithstanding the foregoing, the Competitive Bid RequestAuction Agent shall have no obligation to invite any Bank to make a Competitive Bid pursuant to this Section 2.06(a) until such Bank has --------------- delivered a properly completed Competitive Bid Administrative Questionnaire to the Competitive Bid Auction Agent.

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time on or after the Original Effective Date and until the earlier of the Maturity Date and the termination of the Commitments, each Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that, notwithstanding anything to the contrary contained in this Agreement, in no event may Competitive Loans be borrowed if, after giving effect thereto (and to any concurrent repayment or prepayment of Loans), the sum of the aggregate Standby Credit Exposures and the aggregate Competitive Loan Exposures would exceed the Total Commitment then in effect. In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive BorrowingLoan, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Base Rate Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 hereto may be rejected in the Administrative Agent's ’s sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopiertelecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurocurrency Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in telecopy to the form set forth in Exhibit E-2) Lenders a Notice of Competitive Bid Request inviting the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a the proposed Competitive date of such Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a the proposed date of such Borrowing. A Competitive BorrowingBid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 D-1 may be rejected in by the Administrative Agent's sole discretion, Agent and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopieras promptly as practicable. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Eurodollar Competitive Borrowing or a Fixed Rate Borrowing, ; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and the location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, 1,000,000 and not greater than the Total Commitment then available; and (iiiv) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidrejected, the Administrative Agent shall invite by telecopier (telecopy in the form set forth in Exhibit E-2) D-2 invite the Lenders to bid, on the terms and subject to the conditions of this Agreement, bid to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy send by facsimile transmission to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1Request, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four five Business Days before the Borrowing Date specified for a proposed Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the Borrowing Date specified for a proposed Competitive Borrowing. No ABR Committed Loan shall be requested in, in or made pursuant to, to a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 2.03(A) may be rejected in at the Administrative Agent's sole discretiondiscretion (to the extent permitted by law), and the Administrative Agent shall promptly notify the Borrower requesting such Competitive Bid of such rejection by telecopierfacsimile transmission. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (ix) whether the Competitive Borrowing then being requested is to be a LIBOR Eurodollar Competitive Borrowing or a Fixed Rate Borrowing, (iiy) the date Borrowing Date of such Competitive Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof (which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000), and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date)thereto. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier facsimile transmission (in substantially the form set forth in Exhibit E-22.03(B)) the Lenders Banks to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to invite any Bank to make a Competitive Bid pursuant to this Section 2.02(a) until such Bank has delivered a properly completed Administrative Questionnaire to the Administrative Agent.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower Borrowers shall hand deliver or telecopy to the Administrative Agent and the Auction Administration Agent a duly completed Competitive Bid Request in the form of Exhibit E-1Request, to be received by the Administrative Agent and the Auction Administration Agent (i) in the case of a LIBOR Competitive BorrowingEurodollar Advances, not later than 10:00 9:00 a.m., New York City Dallas, Texas time, four Business Days before a proposed the requested date of such Competitive Borrowing Advance and (ii) in the case of a Fixed Rate BorrowingAdvances, not later than 10:00 9:00 a.m., New York City Dallas, Texas time, one Business Day before a proposed the requested date of such Competitive BorrowingAdvance. No ABR Loan Alternate Base Rate Advance shall be requested in, or or, except pursuant to Section 4.4, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 "B-2" may be rejected in at the Administrative Auction Administration Agent's sole discretion, and the Administrative Auction Administration Agent shall promptly notify the Borrower Borrowers of such rejection by telecopier. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (iw) whether the Borrowing then being requested Borrower to whom such Advance is to be a LIBOR Borrowing or a Fixed Rate Borrowingmade, (iix) the Type of the Advance, (y) the requested date of such Borrowing Competitive Advance (which shall be a Business Day) and the aggregate principal amount thereof, thereof (which shall not be in a minimum principal amount of less than $10,000,000 or greater than the unused Total Commitment on the requested date for such Competitive Advance and in shall be an integral multiple of $5,000,0001,000,000), and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Auction Administration Agent shall invite by telecopier (substantially in the form set forth in Exhibit E-2B-3 hereto) the Lenders Banks to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans Advances pursuant to the such Competitive Bid Request.

Competitive Bid Procedure. (a) In order 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, and 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 up to an aggregate principal amount outstanding at any one time equal to 50% of the aggregate Commitments for Revolving 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 for Revolving Loans. To request Competitive Bids, the Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1such request by telephone, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Eurodollar Borrowing, not later than 10:00 a.m.12:00 noon, New York City time, four (4) Business Days before a the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one (1) Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing the proposed Borrowing; provided that the Borrower may submit up to (which shall be a Business Daybut not more than) and three (3) Competitive Bid Requests on the aggregate principal amount thereofsame day, which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of but a Competitive Bid Request that is shall not rejected as aforesaidbe 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 by the Borrower or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery, telecopy or electronic mail to the Administrative Agent shall invite by telecopier (of a written Competitive Bid Request in the form set forth in of Exhibit E-2) E attached hereto and signed by the Lenders to bid, on the terms Borrower. Each such telephonic and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the written Competitive Bid Request.Request shall specify the following information in compliance with Section 2.02:

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time on or after the Effective Date and until the earlier of the Maturity Date and the termination of the Commitments, 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 Standby Credit Exposures plus the aggregate amount of the Competitive Loan Exposures at any time shall not exceed the Total Commitment. In order to request Competitive Bids, a Borrower (the Borrower "Applicable Borrower") shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive BorrowingLoan, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopiertelecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (iw) whether the Borrowing then being requested is to be a LIBOR Eurocurrency Borrowing or a Fixed Rate Borrowing, (iix) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, 5,000,000 and (iiiy) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in telecopy to the form set forth in Exhibit E-2) Lenders a Notice of Competitive Bid Request inviting the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan or Loan denominated in a currency other than Dollars shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopiertelecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Eurocurrency Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing (which shall be a Business Day) and ), the aggregate principal amount thereof, which shall be in a minimum principal amount of $10,000,000 US$5,000,000 and in an integral multiple of $5,000,000US$1,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier telecopy (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative CAF Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative CAF Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative CAF Agent's sole discretion, and the Administrative CAF Agent shall promptly notify the Borrower of such rejection by telecopiertelecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (iw) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iix) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiy) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative CAF Agent shall invite by telecopier (telecopy to each Lender a Notice of Competitive Bid Request, in the form set forth in of Exhibit E-2) A-2, inviting the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower Company shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1Request, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive BorrowingEurodollar Loans, not later than 10:00 a.m., New York City time, four Business Days before the Borrowing Date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate BorrowingLoans, not later than 10:00 a.m., New York City time, one Business Day before the Borrowing Date specified for a proposed Competitive Borrowing. No ABR Alternate Base Loan shall be requested in, or or, except pursuant to Section 2.14, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in at the Administrative Agent's ’s sole discretion, and the Administrative Agent shall promptly notify the Borrower Company of such rejection by telecopier. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (ix) whether the Borrowing Competitive Loans then being requested is are to be a LIBOR Borrowing Eurodollar Loans or a Fixed Rate BorrowingLoans, (iiy) the date Borrowing Date of such Borrowing Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof, thereof (which shall not be in a minimum principal amount of less than $10,000,000 or greater than the unused Total Commitment on such Borrowing Date and in shall be an integral multiple of $5,000,0001,000,000), and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (substantially in the form set forth in Exhibit E-2B hereto) the Lenders Banks to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver deliver, telecopy or telecopy send in *pdf format via electronic mail to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-l hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-l hereto may be rejected in the Administrative Agent's ’s sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (iA) whether the Borrowing then being requested is to be a LIBOR Eurocurrency Borrowing or a Fixed Rate Borrowing, (iiB) the date of such Borrowing (which shall be a Business Day), (C) and the aggregate principal amount thereofof such Borrowing, which shall be in a minimum principal amount (D) the currency of $10,000,000 and in an integral multiple of $5,000,000, such Borrowing and (iiiE) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). If no election as to the currency of Borrowing is specified in any Competitive Bid Request, then the applicable Borrower shall be deemed to have requested Borrowings in Dollars. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy (or deliver by comparable means) to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopiertelecopier or in a comparable manner. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be in a minimum principal an aggregate amount of that is at least $10,000,000 and 5,000,000 and, in an integral multiple of $5,000,0001,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2) A-2, or in a comparable manner, the Lenders Banks to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower Company shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1Request, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive BorrowingEurodollar Loans, not later than 10:00 a.m., New York City time, four Business Days before the Borrowing Date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate BorrowingLoans, not later than 10:00 a.m., New York City time, one Business Day before the Borrowing Date specified for a proposed Competitive Borrowing. No ABR Alternate Base Loan shall be requested in, or or, except pursuant to Section 2.14, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in at the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower Company of such rejection by telecopier. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (ix) whether the Borrowing Competitive Loans then being requested is are to be a LIBOR Borrowing Eurodollar Loans or a Fixed Rate BorrowingLoans, (iiy) the date Borrowing Date of such Borrowing Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof, thereof (which shall not be in a minimum principal amount of less than $10,000,000 or greater than the unused Total Commitment on such Borrowing Date and in shall be an integral multiple of $5,000,0001,000,000), and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (substantially in the form set forth in Exhibit E-2B hereto) the Lenders Banks to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, a Borrower (the Borrower "Applicable Borrower") shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurocurrency Competitive BorrowingLoan, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopiertelecopy. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (iw) whether the Borrowing then being requested is to be a LIBOR Eurocurrency Borrowing or a Fixed Rate Borrowing, (iix) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,000, 5,000,000 and (iiiy) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in telecopy to the form set forth in Exhibit E-2) Lenders a Notice of Competitive Bid Request inviting the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent and the Auction Administration Agents a duly completed Competitive Bid Request in the form of Exhibit E-1Request, to be received by the Administrative Agent such Agents (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 9:00 a.m., New York City Houston, Texas time, four five Business Days before the Borrowing Date specified for a proposed Competitive Borrowing Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 9:00 a.m., New York City Houston, Texas time, one Business Day before the Borrowing Date specified for a proposed Competitive Borrowing. No CD Loan or Eurodollar Committed Loan shall be requested in or made pursuant to a Competitive Bid Request. No ABR Loan shall be requested in, or, except pursuant to Section 2.11 or Section 2.15, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 2.03(A) may be rejected in at the Administrative Auction Administration Agent's sole discretion, and the Administrative Auction Administration Agent shall promptly notify the Borrower requesting such Competitive Bid of such rejection by telecopier. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (ix) whether the Competitive Borrowing then being requested is to be a LIBOR Eurodollar Competitive Borrowing or a Fixed Rate Borrowing, (iiy) the date Borrowing Date of such Competitive Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof (which shall be in a minimum principal amount of $10,000,000 50,000,000 and in an integral multiple of $5,000,0001,000,000), and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date)thereto. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Auction Administration Agent shall invite by telecopier (in substantially the form set forth in Exhibit E-22.03(B)) the Lenders Banks to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. Notwithstanding the foregoing, the Auction Administration Agent shall have no obligation to invite any Bank to make a Competitive Bid pursuant to this Section 2.03(a) until such Bank has delivered a properly completed Administrative Questionnaire to the Administrative Agent.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower Company shall hand deliver deliver, telex or telecopy to the Auction Administrative Agent a duly completed Competitive Bid Request request substantially in the form of Exhibit E-1F, with the blanks appropriately completed (a "Competitive Bid Request"), to be received by the Auction Administrative Agent (i) in the case of a LIBOR Competitive Borrowing, not later than 10:00 a.m.noon, New York, New York City time, four five (5) Business Days before the date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive BorrowingLoan. No ABR Alternate Base Rate Loan shall be requested in, or or, except pursuant to Section 6, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 F may be rejected in the at Auction Administrative Agent's sole discretion, and the Auction Administrative Agent shall promptly notify the Borrower Company of such rejection by telecopier. Such request for Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (iix) the date of such Borrowing Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof, thereof (which shall not be in a minimum principal amount less than $25,000,000 or greater than the unused portion of $10,000,000 the Facility Amount on such date and in shall be an integral multiple of $5,000,000, ) and (iiiy) the Interest Period with respect thereto (which may not end after the termination of the then scheduled Stated Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Auction Administrative Agent shall invite by telecopier (in substantially the form set forth in Exhibit E-2G hereto) the Lenders Banks to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. Notwithstanding the foregoing, Auction Administrative Agent shall have no obligation to invite any Bank to make a Competitive Bid pursuant to this Section until such Bank has delivered a properly completed Competitive Bid Administrative Questionnaire to Auction Administrative Agent.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in i)in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in ii)in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly as soon as practicable notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (ii) the y)the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iii) the z)the Interest Period with respect thereto (which may not end after the Maturity Availability Termination Date). Promptly As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Lenders Banks to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

Competitive Bid Procedure. (a) In order 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 with specified maturities ranging from seven to 360 days; 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 hand deliver or telecopy to notify the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1such request by telephone, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Eurodollar Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a the date of the proposed Competitive Borrowing and (ii) and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a the date of the proposed Borrowing; provided that the Borrower may submit up to (but not more than) five Competitive Borrowing. No ABR Loan shall be requested inBid Requests on the same day, or made pursuant to, 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. A Each such telephonic Competitive Bid Request that does not conform substantially shall be confirmed promptly by hand delivery or telecopy to the format of Exhibit E-1 may be rejected in the Administrative Agent's sole discretion, and 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 promptly notify specify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall following information in each case refer to this Agreement and specify compliance with Section 2.2: (i) whether the Borrowing then being aggregate amount of the requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, ; (ii) the date of such Borrowing (Borrowing, which shall be a Business Day; (iii) and whether such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate Borrowing; (iv) the aggregate principal amount thereofInterest Period to be applicable to such Borrowing, which shall be in a minimum principal amount period contemplated by the definition of $10,000,000 and in an integral multiple of $5,000,000, the term "Interest Period"; and (iiiv) the Interest Period location and number of the Borrower's account to which funds are to be disbursed, which shall comply with respect thereto (which may not end after the Maturity Date)requirements of Section 2.5. Promptly after its following receipt of a Competitive Bid Request that is not rejected as aforesaidin accordance with this Section, the Administrative Agent shall invite notify the Lenders of the details thereof by telecopier (in the form set forth in Exhibit E-2) telecopy, inviting the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make submit Competitive Loans pursuant to the Competitive Bid RequestBids.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower of such rejection by telecopiertelecopy. Such request for 19 14 Each Competitive Bids Bid Request shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing (which shall be a Business Day) and ), the aggregate principal amount thereof, which shall be in a minimum principal amount of $10,000,000 5,000,000 and in an integral multiple of $5,000,0001,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier telecopy (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit E-1A-1 hereto, to be received by the Administrative Agent (i) in the case of a LIBOR Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit E-1 A-1 may be rejected in the Administrative Agent's ’s sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (ix) whether the Borrowing then being requested is to be a LIBOR Eurodollar Borrowing or a Fixed Rate Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, thereof which shall be in a minimum principal amount of $10,000,000 and in an integral multiple of $5,000,0001,000,000, and (iiiz) the Interest Period with respect thereto (which may not end after the Maturity Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit E-2A-2 hereto) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. Competitive Borrowings may not be made in an aggregate principal amount outstanding at any time greater than the Total Commitment minus the Revolving Credit Exposures at such time.