Common use of Bid Loans; Procedure Clause in Contracts

Bid Loans; Procedure. (a) Each Borrower may, provided that no Default shall have occurred and be continuing, request Bids for one or more Bid Loans denominated in any Currency during the Commitment Period by delivering, or, if such Borrower is a Subsidiary Borrower, causing the Parent Borrower to deliver, on behalf of such Borrower, by hand or facsimile to the Administrative Agent a duly completed Bid Request not later than 12:00 noon, (i) four Core Currency Business Days, in the case of Core Currency Index Rate Bid Loans, and (ii) two Business Days, in all other cases, before the proposed Borrowing Date therefor. A request for Bids that does not conform substantially to the format of Exhibit I may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower and, if such Borrower is a Subsidiary Borrower, the Parent Borrower of such rejection by facsimile. Each Bid Request shall specify (A) the amount of each Bid Loan (stated in the applicable Currency) and, if applicable, its nature as a Core Currency Index Rate Bid Loan, (B) the proposed Borrowing Date therefor, and (C) the Bid Interest Period or Bid Interest Periods (which shall not exceed three different Bid Interest Periods in a single Bid Request), with respect thereto. Promptly after its receipt of each Bid Request that is not rejected as aforesaid, the Administrative Agent shall send to each Lender an Invitation to Bid, appropriately completed by the Administrative Agent with reference to such Bid Request. (b) Each Lender may, in its sole and absolute discretion, make one or more Bids in response to an Invitation to Bid. Each Bid by a Lender must be received by the Administrative Agent not later than 9:30 a.m., (i) three Core Currency Business Days, in the case of Core Currency Index Rate Bid Loans, and (ii) one Business Day, in all other cases, before the proposed Borrowing Date for a proposed Bid Loan. Bids to make Bid Loans that do not conform substantially to the format of Exhibit K may be rejected by the Administrative Agent after conferring with, and upon the instruction of, the applicable Borrower or, if such Borrower is a Subsidiary Borrower, the Parent Borrower, and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Bid shall be irrevocable and shall specify (A) whether the Bid Loan that the Lender is willing to make to the applicable Borrower is to be a Core Currency Index Rate Bid Loan, (B) the amount (stated in the applicable Currency and which (1) shall be in a minimum principal amount of $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof (or, in the case of Alternate Currency Bid Loans, an amount in the applicable Alternate Currency having a Dollar Equivalent of approximately $1,000,000 or such amount plus an amount in the applicable Alternate Currency having a Dollar Equivalent of a whole multiple of approximately $100,000 in excess thereof), and (2) may equal the entire principal amount requested by such Borrower) of such Bid Loan, (C) the Bid Rate with respect to such Bid Loan, and (D) the Bid Interest Period with respect to such Bid Loan and the last day thereof. If any Lender shall elect not to make a Bid, such Lender shall so notify the Administrative Agent by facsimile not later than not later than 9:30 a.m., (I) three Core Currency Business Days, in the case of Core Currency Index Rate Bid Loans, and (II) one Business Day, in all other cases, before the proposed Borrowing Date therefor, provided, however, that the failure by any Lender to give any such notice shall not obligate such Lender to make any Bid Loan in connection with the relevant Bid Request. (c) With respect to each Invitation to Bid sent to the Lenders, the Administrative Agent shall (i) promptly notify the applicable Borrower and, if such Borrower is a Subsidiary Borrower, the Parent Borrower by facsimile of each Bid made, the amount (stated in the applicable Currency) of the Bid Loan offered thereby and its nature, if applicable, as a Core Currency Index Rate Loan, the Bid Rate applicable thereto, and the identity of the Lender that made such Bid, and (ii) send a list of all Bids to such Borrower and, if such Borrower is a Subsidiary Borrower, the Parent Borrower for their respective records as soon as practicable after completion of the bidding process. Each notice and list sent by the Administrative Agent pursuant to this Section 2.4(c) shall list the Bids in ascending yield order. (d) The applicable Borrower may in its sole and absolute discretion, subject only to the provisions of this Section 2.4(d), accept or reject any Bid made in accordance with the procedures set forth in this Section 2.4, and such Borrower or, if such Borrower is a Subsidiary Borrower, the Parent Borrower, on behalf of such Borrower, shall notify the Administrative Agent by telephone, confirmed by facsimile in the form of a Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any or all of such Bids, not later than 10:30 a.m., (i) three Core Currency Business Days, in the case of Core Currency Index Rate Loans, and (ii) one Business Day, in all other cases, before the proposed Borrowing Date therefor, provided, however, that the failure by such Borrower or the Parent Borrower, on behalf of such Borrower, as the case may be, to give such notice shall be deemed to be a rejection of all such Bids. In connection with each acceptance of one or more Bids by such Borrower: (A) such Borrower shall not accept a Bid made at a particular Bid Rate if it has decided to reject any other Bid made at a lower Bid Rate and having the same Bid Interest Period as such Bid, (B) the aggregate amount of the Bids accepted by such Borrower shall not exceed the principal amount specified in the Bid Request therefor (determined, in the case of each Alternate Currency Bid Loan, on the basis of the Dollar Equivalent thereof), (C) if such Borrower shall desire to accept a Bid made at a particular Bid Rate and having a particular Bid Interest Period, it must accept all other Bids made at such Bid Rate and having such Bid Interest Period, provided, however, that if the acceptance of all such other Bids would cause the aggregate amount of all such accepted Bids to exceed the amount requested (determined, in the case of each Alternate Currency Bid Loan, on the basis of the Dollar Equivalent thereof), then such acceptance shall be made pro rata in accordance with the amount of each such Bid at such Bid Rate and having such Bid Interest Period, and (D) except pursuant to Section 2.4(d)(C), no Bid shall be accepted unless the Bid Loan with respect thereto shall be in (1) a minimum principal amount of $1,000,000, or such amount plus a whole multiple of $100,000 in excess thereof (or, in the case of Alternate Currency Bid Loans, an amount in the applicable Alternate Currency having a Dollar Equivalent of approximately $1,000,000, or such amount plus an amount in the applicable Alternate Currency having a Dollar Equivalent of a whole multiple of approximately $100,000 in excess thereof), or (2) if less, an aggregate principal amount equal to the excess of the Aggregate Commitment Amount over the outstanding principal amount of all Loans (determined, in the case of each Alternate Currency Bid Loan, on the basis of the Dollar Equivalent thereof). (e) The Administrative Agent shall promptly notify each bidding Lender whether or not each Bid of such Lender has been accepted (and, if so, in what amount) by facsimile sent by the Administrative Agent, and, if such Bid has been accepted by the applicable Borrower, in whole or in part, such bidding Lender shall, after its receipt of such notice, make funds available in respect of such Bid in accordance with Section 2.5(b). Notwithstanding anything to the contrary contained herein, no Lender shall be obligated to make a Bid Loan if, immediately after making such Bid Loan, the Aggregate Credit Exposure would exceed the Aggregate Commitment Amount. (f) A Bid Request in respect of any Currency shall not be made within five Business Days or five Core Currency Business Days, as the case may be, after the date of any previous Bid Request in respect of such Currency, unless the applicable Borrower has accepted one or more Bids pursuant to a Bid Request in respect of such Currency made within such five Business Days or five Core Currency Business Days, as the case may be. (g) If the Administrative Agent shall elect to submit a Bid in its capacity as a Lender, it shall submit such bid directly to the applicable Borrower and, if such Borrower is a Subsidiary Borrower, the Parent Borrower fifteen minutes earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to Section 2.4(b). (h) All notices required by this Section 2.4 shall be given in accordance with Section 12.2. (i) Each Bid Loan shall be due and payable on the last day of the Bid Interest Period applicable thereto.

Bid Loans; Procedure. (a) Each Borrower may, provided that no Default shall have occurred and be continuing, request Bids may make Bid Requests by 12:00 Noon (i) at least two Business Days prior to the proposed Borrowing Date for one or more Bid Loans denominated in any Currency during the Commitment Period by delivering, or, if such Borrower is a Subsidiary Borrower, causing the Parent Borrower to deliver, on behalf of such Borrower, by hand or facsimile to the Administrative Agent a duly completed Bid Request not later than 12:00 noon, (i) four Core Currency Business Days, in the case of Core Currency Index Rate Bid Loans, and (ii) two Business Days, in all other cases, before the proposed Borrowing Date therefor. A request for Bids that does not conform substantially to the format of Exhibit I may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower and, if such Borrower is a Subsidiary Borrower, the Parent Borrower of such rejection by facsimile. Each Bid Request shall specify (A) be given to the amount of each Bid Loan (stated in the applicable Currency) and, if applicable, its nature as a Core Currency Index Rate Bid Loan, (B) the proposed Borrowing Date therefor, and (C) the Bid Interest Period or Bid Interest Periods Administrative Agent (which shall not exceed three different promptly on the same day give notice thereof to each Lender by facsimile of an Invitation to Bid Interest Periods in a single Bid Request), with respect thereto. Promptly after its receipt of each if the Bid Request that is not rejected as aforesaidpursuant to this Section), the Administrative Agent shall send to each Lender an Invitation to Bid, appropriately completed be by the Administrative Agent with reference to such Bid Request.telephone (confirmed in (b) Each Lender may, in its sole and absolute discretion, make discretion may (but is not obligated to) submit one or more Bids in response to an Invitation to Bid. Each Bid by a Lender must be received by the Administrative Agent and the Parent not later than 9:30 a.m., A.M. (i) three Core Currency one Business Days, Day prior to the proposed Borrowing Date specified in such Bid Request in the case of Core Currency Index Rate a Bid LoansLoan (such 9:30 A.M. time on such Business Days each being herein called a "Bid Submission Deadline"), by fax or in writing, and thereby irrevocably offer to make all or any part (iiany such part referred to as a "Portion") one Business Dayof any Bid Loan described in the relevant Bid Request, at a rate of interest per annum (each a "Bid Rate") specified therein, in all other cases, before the proposed Borrowing Date for a proposed Bid Loan. Bids to make Bid Loans that do not conform substantially to the format of Exhibit K may be rejected by the Administrative Agent after conferring with, and upon the instruction of, the applicable Borrower or, if such Borrower is a Subsidiary Borrower, the Parent Borrower, and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Bid shall be irrevocable and shall specify (A) whether the Bid Loan that the Lender is willing to make to the applicable Borrower is to be a Core Currency Index Rate Bid Loan, (B) the amount (stated in the applicable Currency and which (1) shall be in a minimum an aggregate principal amount of not less than $1,000,000 500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or, or approximately the Dollar Equivalent thereof in the case of Alternate Currency Bid Loans, an amount in the applicable Alternate Currency having a Dollar Equivalent of approximately $1,000,000 or such amount plus an amount in the applicable Alternate Currency having a Dollar Equivalent of a whole multiple of approximately $100,000 in excess thereof), and (2) may equal the entire principal amount requested provided that Bids submitted by such Borrower) of such Bid Loan, (C) the Bid Rate with respect to such Bid Loan, and (D) the Bid Interest Period with respect to such Bid Loan and the last day thereof. If any Lender shall elect not to make a Bid, such Lender shall so notify the Administrative Agent by facsimile may only be submitted if the Administrative Agent notifies the Parent and the applicable Borrower of the terms of its Bid not later than not later than 9:30 a.m., (I) three Core Currency Business Days, fifteen minutes prior to the Bid Submission Deadline. Multiple Bids may be delivered to and by the Administrative Agent. The aggregate Portions of Bid Loans for any or all Interest Periods offered by each Lender in its Bid may exceed the case of Core Currency Index Rate Bid Loans, and (II) one Business Day, Maximum Request contained in all other cases, before the proposed Borrowing Date therefor, provided, however, that the failure by any Lender to give any such notice shall not obligate such Lender to make any Bid Loan in connection with the relevant Bid Request, provided that each Bid shall set forth the maximum aggregate amount of the Bid Loans offered thereby which the applicable Borrower may accept (the "Maximum Offer"), which Maximum Offer shall not exceed the Maximum Request. (c) With respect to each Invitation to Bid sent to the Lenders, the The Administrative Agent shall promptly give notice by telephone (ipromptly confirmed in writing) promptly notify to the Parent and the applicable Borrower and, if such Borrower is a Subsidiary Borrower, the Parent Borrower by facsimile of each Bid made, the amount (stated in the applicable Currency) of the Bid Loan offered thereby and its nature, if applicable, as a Core Currency Index Rate Loan, the Bid Rate applicable thereto, and the identity of the Lender that made such Bid, and (ii) send a list of all Bids to such Borrower and, if such Borrower is a Subsidiary Borrower, the Parent Borrower for their respective records as soon as practicable after completion of the bidding process. Each notice and list sent received by the Administrative Agent pursuant to this Section 2.4(c) shall list the Bids in ascending yield order.the (d) The If the applicable Borrower may in its sole and absolute discretion, subject only to the provisions of this Section 2.4(d), accept or reject any Bid made in accordance with the procedures set forth in this Section 2.4, and such Borrower or, if such Borrower is accepts a Subsidiary Borrower, the Parent Borrower, on behalf of such Borrower, shall notify the Administrative Agent by telephone, confirmed by facsimile in the form Portion of a proposed Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any or all of such Bids, not later than 10:30 a.m., (i) three Core Currency Business Days, in Loan for a single Interest Period at the case of Core Currency Index Rate Loans, and (ii) one Business Day, in all other cases, before the proposed Borrowing Date therefor, provided, however, that the failure by such Borrower or the Parent Borrower, on behalf of such Borrower, as the case may be, to give such notice shall be deemed to be a rejection of all such Bids. In connection with each acceptance of one or more Bids by such Borrower: (A) such Borrower shall not accept a Bid made at a particular Bid Rate if it has decided to reject any other Bid made at provided therefor in a lower Bid Rate and having the same Bid Interest Period as Lender's Bid, such Bid, (B) the aggregate amount of the Bids accepted by such Borrower shall not exceed the principal amount specified in the Bid Request therefor (determined, in the case of each Alternate Currency Bid Loan, on the basis of the Dollar Equivalent thereof), (C) if such Borrower shall desire to accept a Bid made at a particular Bid Rate and having a particular Bid Interest Period, it must accept all other Bids made at such Bid Rate and having such Bid Interest Period, provided, however, that if the acceptance of all such other Bids would cause the aggregate amount of all such accepted Bids to exceed the amount requested (determined, in the case of each Alternate Currency Bid Loan, on the basis of the Dollar Equivalent thereof), then such acceptance shall be made pro rata in accordance with the amount of each such Bid at such Bid Rate and having such Bid Interest Period, and (D) except pursuant to Section 2.4(d)(C), no Bid shall be accepted unless the Bid Loan with respect thereto Portion shall be in (1) a minimum principal amount of $1,000,000, 500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or, or approximately the Dollar Equivalent thereof in the case of Alternate Currency Bid Loans), an subject to such lesser allocation as may be made pursuant to the provisions of this subsection. The aggregate principal amount in of Bid Loans accepted by the applicable Alternate Currency having Borrower following Bids responding to a Dollar Equivalent Bid Request shall not exceed the Maximum Request. The aggregate principal amount of approximately Bid Loans accepted by the applicable Borrower pursuant to a Lender's Bid shall not exceed the Maximum Offer therein contained. If the applicable Borrower accepts any Bid Loans or Portion offered in any Bid, the applicable Borrower must accept Bids (and Bid Loans and Portions thereby offered) based exclusively upon the successively lowest Bid Rates within each Interest Period and no other criteria. If two or more Lenders submit Bids with identical Bid Rates for the same Bid Interest Period and the applicable Borrower accepts any thereof, the applicable Borrower shall, subject to the first three sentences of this subsection, accept all such Bids as nearly as possible in proportion to the amounts of such Lender's respective Bids with identical Bid Rates for such Bid Interest Period, provided, that if the amount of Bid Loans to be so allocated is not sufficient to enable each such Lender to make such Bid Loan (or Portions thereof) in an aggregate principal amount of $1,000,000, 500,000 or such amount plus an amount in the applicable Alternate Currency having a Dollar Equivalent of a whole multiple of approximately $100,000 in excess thereof), thereof (or (2) if less, an aggregate principal amount equal to the excess of the Aggregate Commitment Amount over the outstanding principal amount of all Loans (determined, Dollar Equivalent thereof in the case of each Alternate Currency Bid LoanLoans), on the basis applicable Borrower shall round the Bid Loans (or Portions thereof) allocated to such Lender or Lenders as the applicable (e) Each Lender which makes a Bid Loan shall notify the Administrative Agent promptly of the Dollar Equivalent thereofmaking thereof (unless the proceeds of such Bid Loan were advanced to the Administrative Agent). (e) The Administrative Agent shall promptly notify each bidding Lender whether or not each Bid of such Lender has been accepted (and, if so, in what amount) by facsimile sent by the Administrative Agent, and, if such Bid has been accepted by the applicable Borrower, in whole or in part, such bidding Lender shall, after its receipt of such notice, make funds available in respect of such Bid in accordance with Section 2.5(b). Notwithstanding anything to the contrary contained herein, no Lender shall be obligated to make a Bid Loan if, immediately after making such Bid Loan, the Aggregate Credit Exposure would exceed the Aggregate Commitment Amount. (f) A Bid Request in respect of any Currency shall not be made within five Business Days or five Core Currency Business Days, as the case may be, after the date of any previous Bid Request in respect of such Currency, unless the applicable Borrower has accepted one or more Bids pursuant to a Bid Request in respect of such Currency made within such five Business Days or five Core Currency Business Days, as the case may be. (g) If the Administrative Agent shall elect to submit a Bid in its capacity as a Lender, it shall submit such bid directly to the applicable Borrower and, if such Borrower is a Subsidiary Borrower, the Parent Borrower fifteen minutes earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to Section 2.4(b). (h) All notices required by this Section 2.4 shall be given in accordance with Section 12.211.2. (ig) Each Bid Loan shall be due and payable on the earlier of (x) the last day of the Bid Interest Period applicable theretothereto and (y) the Maturity Date.

Bid Loans; Procedure. (a) Each A Permitted Borrower may, provided that no Default shall have occurred and be continuing, request Bids may make Bid Requests in an applicable Currency by 12:00 Noon at least two Business Days prior to the proposed Borrowing Date for one or more Bid Loans denominated in any Currency during the Commitment Period by delivering, or, if such Borrower is a Subsidiary Borrower, causing the Parent Borrower to deliver, on behalf of such Borrower, by hand or facsimile to the Administrative Agent a duly completed Bid Request not later than 12:00 noon, (i) four Core Currency Business Days, in the case of Core Currency Index Rate Bid Loans, and (ii) two Business Days, in all other cases, before the proposed Borrowing Date therefor. A request for Bids that does not conform substantially to the format of Exhibit I may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the applicable Borrower and, if such Borrower is a Subsidiary Borrower, the Parent Borrower of such rejection by facsimile. Each Bid Request shall be given to the Administrative Agent (which shall promptly on the same day give notice thereof to each Lender by facsimile of an Invitation to Bid if the Bid Request is not rejected pursuant to this Section), shall be by telephone (confirmed in writing promptly on the same day by the delivery of a Bid Request signed by the applicable Borrower), and shall specify (A) the amount of each Bid Loan (stated in the applicable Currency) and, if applicable, its nature as a Core Currency Index Rate Bid Loan, (Bi) the proposed Borrowing Date thereforDate, and which shall be a Business Day, (Cii) the aggregate amount of the requested Bid Interest Period or Bid Interest Periods Loans (the “Maximum Request”) which shall not (A) exceed three different Bid Interest Periods in a single Bid Request)an amount which, with respect thereto. Promptly on the proposed Borrowing Date, and after its receipt of each Bid Request that is not rejected as aforesaid, giving effect to the Administrative Agent shall send to each Lender an Invitation to Bid, appropriately completed by the Administrative Agent with reference to such Bid Request. (b) Each Lender may, in its sole and absolute discretion, make one or more Bids in response to an Invitation to Bid. Each Bid by a Lender must be received by the Administrative Agent not later than 9:30 a.m., (i) three Core Currency Business Days, in the case of Core Currency Index Rate proposed Bid Loans, and would result in (iix) one Business Daythe Aggregate Credit Exposure exceeding the Aggregate Commitments, in all other cases, before (y) the proposed Borrowing Date for a proposed Bid Loan. Bids to make Bid Loans that do not conform substantially to the format of Exhibit K may be rejected by the Administrative Agent after conferring with, and upon the instruction of, the applicable Borrower or, if such Borrower is a Subsidiary Borrower, the Parent Borrower, and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Bid shall be irrevocable and shall specify (A) whether the Bid Loan that the Lender is willing to make to the applicable Borrower is to be a Aggregate Core Currency Index Rate Credit Exposure exceeding the Aggregate Core Currency Commitments or (z) the Aggregate Individual Currency Credit Exposure exceeding the Aggregate Individual Currency Commitments, or (B) with respect to each Bid Loan, (B) the amount (stated in the applicable Currency and which (1) shall be in a minimum principal amount of less than $1,000,000 500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or, or approximately the Dollar Equivalent thereof in the case of Alternate Currency Bid Loans, an amount in the applicable Alternate Currency having a Dollar Equivalent of approximately $1,000,000 or such amount plus an amount in the applicable Alternate Currency having a Dollar Equivalent of a whole multiple of approximately $100,000 in excess thereof), and (2) may equal the entire principal amount requested by such Borrower) of such Bid Loan, (Ciii) the Interest Period(s) (up to three Interest Periods may be requested pursuant to each Bid Rate with respect to such Bid Loan, and (DRequest) the Bid Interest Period with respect to such Bid Loan therefor and the last day thereofof each such Interest Period and (iv) the applicable Currency for each Bid Loan. If any Lender A Bid Request that does not conform substantially to the form of Exhibit F shall elect not to make a Bid, such Lender shall so notify the Administrative Agent by facsimile not later than not later than 9:30 a.m., (I) three Core Currency Business Days, in the case of Core Currency Index Rate Bid Loansbe rejected, and (II) one Business Day, in all other cases, before the proposed Borrowing Date therefor, provided, however, that the failure by any Lender to give any such notice shall not obligate such Lender to make any Bid Loan in connection with the relevant Bid Request. (c) With respect to each Invitation to Bid sent to the Lenders, the Administrative Agent shall (i) promptly notify the applicable Borrower and, if of such Borrower rejection. (b) Each Lender in its sole discretion may (but is a Subsidiary Borrower, the Parent Borrower by facsimile of each Bid made, the amount (stated in the applicable Currencynot obligated to) of the Bid Loan offered thereby and its nature, if applicable, as a Core Currency Index Rate Loan, the Bid Rate applicable thereto, and the identity of the Lender that made such Bid, and (ii) send a list of all submit one or more Bids to such Borrower and, if such Borrower is a Subsidiary Borrower, the Parent Borrower for their respective records as soon as practicable after completion of the bidding process. Each notice and list sent by the Administrative Agent pursuant to this Section 2.4(c) shall list the Bids in ascending yield order. (d) The applicable Borrower may in its sole and absolute discretion, subject only to the provisions of this Section 2.4(d), accept or reject any Bid made in accordance with the procedures set forth in this Section 2.4, and such Borrower or, if such Borrower is a Subsidiary Borrower, the Parent Borrower, on behalf of such Borrower, shall notify the Administrative Agent by telephone, confirmed by facsimile in the form of a Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any or all of such Bids, not later than 10:30 a.m., 9:30 A.M. (i) three Core Currency one Business Days, Day prior to the proposed Borrowing Date specified in such Bid Request in the case of Core Currency Index Rate Loansa Bid Loan (such 9:30 A.M. time on such Business Days each being herein called a “Bid Submission Deadline”), by fax or in writing, and thereby irrevocably offer to make all or any part (iiany such part referred to as a “Portion”) one Business Dayof any Bid Loan described in the relevant Bid Request, at a rate of interest per annum (each a “Bid Rate”) specified therein, in all other cases, before the proposed Borrowing Date therefor, provided, however, that the failure by such Borrower or the Parent Borrower, on behalf of such Borrower, as the case may be, to give such notice shall be deemed to be a rejection of all such Bids. In connection with each acceptance of one or more Bids by such Borrower: (A) such Borrower shall not accept a Bid made at a particular Bid Rate if it has decided to reject any other Bid made at a lower Bid Rate and having the same Bid Interest Period as such Bid, (B) the an aggregate amount of the Bids accepted by such Borrower shall not exceed the principal amount specified in the Bid Request therefor (determined, in the case of each Alternate Currency Bid Loan, on the basis of the Dollar Equivalent thereof), (C) if such Borrower shall desire to accept a Bid made at a particular Bid Rate and having a particular Bid Interest Period, it must accept all other Bids made at such Bid Rate and having such Bid Interest Period, provided, however, that if the acceptance of all such other Bids would cause the aggregate amount of all such accepted Bids to exceed the amount requested (determined, in the case of each Alternate Currency Bid Loan, on the basis of the Dollar Equivalent thereof), then such acceptance shall be made pro rata in accordance with the amount of each such Bid at such Bid Rate and having such Bid Interest Period, and (D) except pursuant to Section 2.4(d)(C), no Bid shall be accepted unless the Bid Loan with respect thereto shall be in (1) a minimum principal amount of not less than $1,000,000, 500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or, or approximately the Dollar Equivalent thereof in the case of Alternate Currency Bid Loans), an amount provided that Bids submitted by the Administrative Agent may only be submitted if the Administrative Agent notifies the Parent and the applicable Borrower of the terms of its Bid not later than fifteen minutes prior to the Bid Submission Deadline. Multiple Bids may be delivered to and by the Administrative Agent. The aggregate Portions of Bid Loans for any or all Interest Periods offered by each Lender in its Bid may exceed the Maximum Request contained in the relevant Bid Request, provided that each Bid shall set forth the maximum aggregate amount of the Bid Loans offered thereby which the applicable Alternate Currency having Borrower may accept (the “Maximum Offer”), which Maximum Offer shall not exceed the Maximum Request. (c) The Administrative Agent shall promptly give notice by telephone (promptly confirmed in writing) to the Parent and the applicable Borrower of all Bids received by the Administrative Agent which comply in all material respects with this Section prior to the Bid Submission Deadline. The applicable Borrower shall, in its sole discretion but subject to Section 2.9(d), irrevocably accept or reject any such Bid (or any Portion thereof) not later than 10:30 A.M. one Business Day prior to the proposed Borrowing Date by notice to the Administrative Agent by telephone (confirmed in writing in the form of a Dollar Equivalent Bid Accept/Reject Letter promptly the same day). Promptly on the day of approximately the Bid Submission Deadline, the Administrative Agent will give notice in the form of a Bid Loan Confirmation to each Lender that submitted a Bid as to the extent, if any, that such Lender’s Bid shall have been accepted. If the Administrative Agent fails to receive notice from the applicable Borrower of its acceptance or rejection of any Bids at or prior to 10:30 A.M. on the applicable day, all such Bids shall be deemed to have been rejected by the applicable Borrower, and the Administrative Agent will give to each Lender which submitted a Bid notice of such rejection by telephone on such day. (d) If the applicable Borrower accepts a Portion of a proposed Bid Loan for a single Interest Period at the Bid Rate provided therefor in a Lender’s Bid, such Portion shall be in a principal amount of $1,000,000, 500,000 or such amount plus an amount in the applicable Alternate Currency having a Dollar Equivalent of a whole multiple of approximately $100,000 in excess thereofthereof (or approximately the Dollar Equivalent thereof in the case of Alternate Currency Bid Loans), subject to such lesser allocation as may be made pursuant to the provisions of this subsection. The aggregate principal amount of Bid Loans accepted by the applicable Borrower following Bids responding to a Bid Request shall not exceed the Maximum Request. The aggregate principal amount of Bid Loans accepted by the applicable Borrower pursuant to a Lender’s Bid shall not exceed the Maximum Offer therein contained. If the applicable Borrower accepts any Bid Loans or Portion offered in any Bid, the applicable Borrower must accept Bids (2and Bid Loans and Portions thereby offered) based exclusively upon the successively lowest Bid Rates within each Interest Period and no other criteria. If two or more Lenders submit Bids with identical Bid Rates for the same Bid Interest Period and the applicable Borrower accepts any thereof, the applicable Borrower shall, subject to the first three sentences of this subsection, accept all such Bids as nearly as possible in proportion to the amounts of such Lender’s respective Bids with identical Bid Rates for such Bid Interest Period, provided that if less, the amount of Bid Loans to be so allocated is not sufficient to enable each such Lender to make such Bid Loan (or Portions thereof) in an aggregate principal amount equal to of $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or the excess of the Aggregate Commitment Amount over the outstanding principal amount of all Loans (determined, Dollar Equivalent thereof in the case of each Alternate Currency Bid LoanLoans), on the basis applicable Borrower shall round the Bid Loans (or Portions thereof) allocated to such Lender or Lenders as the applicable Borrower shall select as necessary to a minimum of $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or the Dollar Equivalent thereofthereof in the case of Alternate Currency Bid Loans). (e) The Administrative Agent shall promptly notify each bidding Each Lender whether or not each Bid of such Lender has been accepted (and, if so, in what amount) by facsimile sent by the Administrative Agent, and, if such Bid has been accepted by the applicable Borrower, in whole or in part, such bidding Lender shall, after its receipt of such notice, make funds available in respect of such Bid in accordance with Section 2.5(b). Notwithstanding anything to the contrary contained herein, no Lender shall be obligated to make which makes a Bid Loan if, immediately after shall notify the Administrative Agent promptly of the making such Bid Loan, the Aggregate Credit Exposure would exceed the Aggregate Commitment Amountthereof. (f) A Bid Request in respect of any Currency shall not be made within five Business Days or five Core Currency Business Days, as the case may be, after the date of any previous Bid Request in respect of such Currency, unless the applicable Borrower has accepted one or more Bids pursuant to a Bid Request in respect of such Currency made within such five Business Days or five Core Currency Business Days, as the case may be. (g) If the Administrative Agent shall elect to submit a Bid in its capacity as a Lender, it shall submit such bid directly to the applicable Borrower and, if such Borrower is a Subsidiary Borrower, the Parent Borrower fifteen minutes earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to Section 2.4(b). (h) All notices required by this Section 2.4 shall be given in accordance with Section 12.211.2. (ig) Each Bid Loan shall be due and payable on the earlier of (x) the last day of the Bid Interest Period applicable theretothereto and (y) the Maturity Date.