Common use of Bid Procedure Clause in Contracts

Bid Procedure. Each Syndication Party with an Individual 5-Year Commitment may, in its sole discretion, submit to the Bid Agent a written quote, substantially in the form of Exhibit 3.3 hereto and signed by an authorized signatory of such Syndication Party as determined by the Bid Agent in its sole discretion (“Bid”), containing an offer or offers to make one or more Bid Advances in a specified amount or amounts in response to such Bid Request (and may elect to bid with respect to any or all Bid Advances with different Bid Maturity Dates specified in the Bid Request); provided, however, each Syndication Party is limited to one Bid submission per Bid Request (which may cover more than one Bid Maturity Date) and a Syndication Party may not submit a Bid in an amount in excess of such Syndication Party’s Individual 5-Year Lending Capacity. A Bid may set forth offers for up to five (5) separate Bid Rates for each of the applicable Bid Advances, provided that each Bid shall specify the aggregate principal amount of Bid Advances for all Bid Maturity Dates that the Syndication Party submitting such Bid is willing to make at the interest rate or rates specified in such Bid (each a “Bid Rate”) pursuant to such Bid. Each Bid by a Syndication Party (other than by the Bid Agent acting in its capacity as a Syndication Party) must be submitted to the Bid Agent by facsimile or electronic mail not later than 10:15 A.M. (Central time) on the same Banking Day. The Bid Agent, in its capacity as a Syndication Party, may submit Bids; provided such Bids must be finalized not later than 10:00 A.M. (Central time) on the same Banking Day. Each Bid shall be irrevocable. The Bid Agent shall disregard a Bid if it (a) is not substantially in conformity with Exhibit 3.3 hereto, (b) contains qualifying or conditional language, (c) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (d) arrives after the applicable time set forth in this Section. By 10:30 A.M. (Central time) on the same Banking Day, the Bid Agent shall send copies of all Bids to Borrower by facsimile or electronic mail (“Bid Results Notice”).

Bid Procedure. Each Syndication Party with an Individual 5-Year Commitment may, in its sole discretion, submit to the Bid Agent a written quote, substantially in the form of Exhibit 3.3 hereto and signed by an authorized signatory of such Syndication Party as determined by the Bid Agent in its sole discretion (“Bid”), containing an offer or offers to make one or more Bid Advances in a specified amount or amounts in response to such Bid Request (and may elect to bid with respect to any or all Bid Advances with different Bid Maturity Dates specified in the Bid Request); provided, however, each Syndication Party is limited to one Bid submission per Bid Request (which may cover more than one Bid Maturity Date) and a Syndication Party may not submit a Bid in an amount in excess of such Syndication Party’s Individual 5364-Year Day Lending Capacity. A Bid may set forth offers for up to five (5) separate Bid Rates for each of the applicable Bid Advances, provided that each Bid shall specify the aggregate principal amount of Bid Advances for all Bid Maturity Dates that the Syndication Party submitting such Bid is willing to make at the interest rate or rates specified in such Bid (each a “Bid Rate”) pursuant to such Bid. Each Bid by a Syndication Party (other than by the Bid Agent acting in its capacity as a Syndication Party) must be submitted to the Bid Agent by facsimile or electronic mail not later than 10:15 A.M. (Central time) on the same Banking Day. The Bid Agent, in its capacity as a Syndication Party, may submit Bids; provided such Bids must be finalized not later than 10:00 A.M. (Central time) on the same Banking Day. Each Bid shall be irrevocable. The Bid Agent shall disregard a Bid if it (a) is not substantially in conformity with Exhibit 3.3 hereto, (b) contains qualifying or conditional language, (c) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (d) arrives after the applicable time set forth in this Section. By 10:30 A.M. (Central time) on the same Banking Day, the Bid Agent shall send copies of all Bids to Borrower by facsimile or electronic mail (“Bid Results Notice”).

Bid Procedure. (a) Each Syndication Party 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 no later than 12:00 noon: four Core Currency Business Days, in the case of Alternate Currency Bid Loans, and one Business Day, in the case of Dollar Bid Loans, in each case 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 (i) the amount of each Bid Loan (stated in the applicable Currency), (ii) the proposed Borrowing Date therefor, and (iii) 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 Individual 5-Year Commitment 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, submit to the Bid Agent a written quote, substantially in the form of Exhibit 3.3 hereto and signed by an authorized signatory of such Syndication Party as determined by the Bid Agent in its sole discretion (“Bid”), containing an offer or offers to make one or more Bid Advances in a specified amount or amounts Bids in response to such Bid Request (and may elect each Invitation to bid with respect to any or all Bid Advances with different Bid Maturity Dates specified in the Bid Request); provided, however, each Syndication Party is limited to one Bid submission per Bid Request (which may cover more than one Bid Maturity Date) and a Syndication Party may not submit a Bid in an amount in excess of such Syndication Party’s Individual 5-Year Lending Capacity. A Bid may set forth offers for up to five (5) separate Bid Rates for each of the applicable Bid Advances, provided that each Bid shall specify the aggregate principal amount of Bid Advances for all Bid Maturity Dates that the Syndication Party submitting such Bid is willing to make at the interest rate or rates specified in such Bid (each a “Bid Rate”) pursuant to such Bid. Each Bid by a Syndication Party (other than Lender must be received by the Administrative Agent not later than 9:30 a.m.: one Core Currency Business Day before the proposed Borrowing Date for a proposed Alternate Currency Bid Loan and on the proposed Borrowing Date for a proposed Dollar 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 acting after conferring with, and upon the instruction of, the applicable Borrower and, 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 (i) the amount (stated in the applicable Currency and which (A) shall be in a minimum principal amount of $5,000,000 or such amount plus a whole multiple of $1,000,000 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 $5,000,000 or such amount plus an amount in the applicable Alternate Currency having a Dollar Equivalent of a whole multiple of approximately $1,000,000 in excess thereof), and (B) may equal the entire principal amount requested by such Borrower) of such Bid Loan, (ii) the Bid Rate with respect to such Bid Loan, and (iii) 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 9:30 a.m.: one Core Currency Business Day before the proposed Borrowing Date for a proposed Alternate Currency Bid Loan and on the proposed Borrowing Date for a proposed Dollar Bid Loan, 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 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.: one Core Currency Business Day before the proposed Borrowing Date for a proposed Alternate Currency Bid Loan and on the proposed Borrowing Date for a proposed Dollar Bid Loan, 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: (i) 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, (ii) 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), (iii) 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 (iv) except pursuant to Section 2.4(d)(ii), no Bid shall be accepted unless the Bid Loan with respect thereto shall be in (1) a minimum principal amount of $5,000,000, or such amount plus a whole multiple of $1,000,000 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 $5,000,000, or such amount plus an amount in the applicable Alternate Currency having a Dollar Equivalent of a whole multiple of approximately $1,000,000 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 immediately available funds in the applicable Currency and in the amount in which such Bid was so accepted available, (i) in the case of Dollar Bid Loans, to the Administrative Agent at the applicable Agent Payment Office, and (ii) in the case of Alternate Currency Bid Loans, (A) directly to such Borrower, or (B) upon the occurrence and during the continuance of an Event of Default, if directed by the Required Lenders and with the consent of the Administrative Agent, to the Administrative Agent at the applicable Agent Payment Office, in each case no later than 12:00 noon (local time in the city in which such funds are to be made available in accordance with the terms hereof) on the proposed Borrowing Date. The Administrative Agent will make available to such Borrower at the applicable Agent Payment Office, in the applicable Currency, and in immediately available funds, the aggregate of any amount so made available by such Lender no later than 2:30 p.m. (such local time) on such Borrowing Date. Notwithstanding anything to the contrary contained herein, no Lender shall be obligated to make a Bid Loan if, immediately after making such Bid Loan, (1) the outstanding principal amount of the Bid Loans of all Lenders (determined, in the case of each Alternate Currency Bid Loan, on the basis of the Dollar Equivalent thereof) would exceed 50% of the Aggregate Revolving Credit Commitment Amount, and (2) if such Bid Loan is an Alternate Currency Bid Loan, the aggregate principal amount of all Alternate Currency Loans (in each case determined on the basis of the Dollar Equivalent thereof) shall not exceed $50,000,000. (f) A Bid Request shall not be made within five Business Days after the date of any previous Bid Request, unless the applicable Borrower has accepted one or more Bids pursuant to a Bid Request made within such five Business Days. (g) If the Administrative Agent shall elect to submit a Bid in its capacity as a Syndication Party) must be submitted 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 11.2. (i) Each Bid Agent by facsimile or electronic mail not later than 10:15 A.M. (Central time) Loan shall be due and payable on the same Banking Day. The Bid Agent, in its capacity as a Syndication Party, may submit Bids; provided such Bids must be finalized not later than 10:00 A.M. (Central time) on the same Banking Day. Each Bid shall be irrevocable. The Bid Agent shall disregard a Bid if it (a) is not substantially in conformity with Exhibit 3.3 hereto, (b) contains qualifying or conditional language, (c) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (d) arrives after the applicable time set forth in this Section. By 10:30 A.M. (Central time) on the same Banking Day, last day of the Bid Agent shall send copies of all Bids to Borrower by facsimile or electronic mail (“Bid Results Notice”)Interest Period applicable thereto.

Bid Procedure. Each Syndication Party Lender with an Individual 5-Year Commitment may, in its sole discretion, submit to the Bid Agent a written quote, substantially in the form of Exhibit 3.3 hereto and signed by an authorized signatory of such Syndication Party Lender as determined by the Bid Agent in its sole discretion (“Bid”), containing an offer or offers to make one or more Bid Advances in a specified amount or amounts in response to such Bid Request (and may elect to bid with respect to any or all Bid Advances with different Bid Maturity Dates specified in the Bid Request); provided, however, each Syndication Party Lender is limited to one Bid submission per Bid Request (which may cover more than one Bid Maturity Date) and a Syndication Party Lender may not submit a Bid in an amount in excess of such Syndication PartyLender’s Individual 5-Year Lending Capacity. A Bid may set forth offers for up to five (5) separate Bid Rates for each of the applicable Bid Advances, provided that each Bid shall specify the aggregate principal amount of Bid Advances for all Bid Maturity Dates that the Syndication Party Lender submitting such Bid is willing to make at the interest rate or rates specified in such Bid (each a “Bid Rate”) pursuant to such Bid. Each Bid by a Syndication Party Lender (other than by the Bid Agent acting in its capacity as a Syndication PartyLender) must be submitted to the Bid Agent by facsimile telecopier or electronic mail transmission not later than 10:15 11:15 A.M. (Central time) on the same Banking Business Day. The Bid Agent, in its capacity as a Syndication PartyLender, may submit Bids; provided such Bids must be finalized not later than 10:00 11:00 A.M. (Central time) on the same Banking Business Day. Each Bid shall be irrevocable. The Bid Agent shall disregard a Bid if it (a) is not substantially in conformity with Exhibit 3.3 hereto, (b) contains qualifying or conditional language, (c) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (d) arrives after the applicable time set forth in this SectionSection 3.3. By 10:30 11:30 A.M. (Central time) on the same Banking Business Day, the Bid Agent shall send copies of all Bids to Borrower by facsimile telecopier or electronic mail transmission (“Bid Results Notice”). At no time shall the Bid Rate specified in a Bid be deemed to be below 0%.

Bid Procedure. Each Syndication Party with an Individual 53-Year Commitment may, in its sole discretion, submit to the Bid Agent a written quote, substantially in the form of Exhibit 3.3 hereto and signed by an authorized signatory of such Syndication Party as determined by the Bid Agent in its sole discretion (“Bid”), containing an offer or offers to make one or more Bid Advances in a specified amount or amounts in response to such Bid Request (and may elect to bid with respect to any or all Bid Advances with different Bid Maturity Dates specified in the Bid Request); provided, however, each Syndication Party is limited to one Bid submission per Bid Request (which may cover more than one Bid Maturity Date) and a Syndication Party may not submit a Bid in an amount in excess of such Syndication Party’s Individual 53-Year Lending Capacity. A Bid may set forth offers for up to five (5) separate Bid Rates for each of the applicable Bid Advances, provided that each Bid shall specify the aggregate principal amount of Bid Advances for all Bid Maturity Dates that the Syndication Party submitting such Bid is willing to make at the interest rate or rates specified in such Bid (each a “Bid Rate”) pursuant to such Bid. Each Bid by a Syndication Party (other than by the Bid Agent acting in its capacity as a Syndication Party) must be submitted to the Bid Agent by facsimile or electronic mail not later than 10:15 A.M. (Central time) on the same Banking Day. The Bid Agent, in its capacity as a Syndication Party, may submit Bids; provided such Bids must be finalized not later than 10:00 A.M. (Central time) on the same Banking Day. Each Bid shall be irrevocable. The Bid Agent shall disregard a Bid if it (a) is not substantially in conformity with Exhibit 3.3 hereto, (b) contains qualifying or conditional language, (c) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (d) arrives after the applicable time set forth in this Section. By 10:30 A.M. (Central time) on the same Banking Day, the Bid Agent shall send copies of all Bids to Borrower by facsimile or electronic mail (“Bid Results Notice”).

Bid Procedure. Each Syndication Party with an Individual 5-Year Commitment in the Facility under which the Bid Request is made may, in its sole discretion, submit to the Bid Agent a written quote, substantially in the form of Exhibit 3.3 4.4 hereto and signed by an authorized signatory of such Syndication Party as determined by the Bid Agent in its sole discretion (“Bid”"BID"), containing an offer or offers to make one or more Bid Advances in a specified amount or amounts in response to such Bid Request (and may elect to bid with respect to any or all Bid Advances with different Bid Maturity Dates specified in the Bid Request); provided, however, each Syndication Party is limited to one Bid submission per Bid Request (which may cover more than one Bid Maturity Date) and a Syndication Party may not submit a Bid in an amount in excess of such Syndication Party’s 's Individual 5364-Day Lending Capacity or Individual 3-Year Lending Capacity, as applicable. A Bid may set forth offers for up to five (5) separate Bid Rates for each of the applicable Bid Advances, provided that each Bid shall specify the aggregate principal amount of Bid Advances for all Bid Maturity Dates that the Syndication Party submitting such Bid is willing to make at the interest rate or rates specified in such Bid (each a “Bid Rate”"BID RATE") pursuant to such Bid. Each Bid by a Syndication Party (other than by the Bid Agent acting in its capacity as a Syndication Party) must be submitted to the Bid Agent by facsimile or electronic mail not later than 10:15 A.M. (Central time) on the same Banking Day. The Bid Agent, in its capacity as a Syndication Party, may submit Bids; provided such Bids must be finalized not later than 10:00 A.M. (Central time) on the same Banking Day. Each Bid shall be irrevocable. The Bid Agent shall disregard a Bid if it (a) is not substantially in conformity with Exhibit 3.3 4.4 hereto, (b) contains qualifying or conditional language, (c) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (d) arrives after the applicable time set forth in this Section. By 10:30 A.M. (Central time) on the same Banking Day, the Bid Agent shall send copies of all Bids to Borrower by facsimile or electronic mail (“Bid Results Notice”"BID RESULTS NOTICE").

Bid Procedure. Each Syndication Party with an Individual 5-Year Commitment may, in its sole discretion, submit to the Bid Agent a written quote, substantially in the form of Exhibit 3.3 hereto and signed by an authorized signatory of such Syndication Party as determined by the Bid Agent in its sole discretion (“Bid”), containing an offer or offers to make one or more Bid Advances in a specified amount or amounts in response to such Bid Request (and may elect to bid with respect to any or all Bid Advances with different Bid Maturity Dates specified in the Bid Request); provided, however, each Syndication Party is limited to one Bid submission per Bid Request (which may cover more than one Bid Maturity Date) and a Syndication Party may not submit a Bid in an amount in excess of such Syndication Party’s Individual 5-Year Lending Capacity. A Bid may set forth offers for up to five (5) separate Bid Rates for each of the applicable Bid Advances, provided that each Bid shall specify the aggregate principal amount of Bid Advances for all Bid Maturity Dates that the Syndication Party submitting such Bid is willing to make at the interest rate or rates specified in such Bid (each a “Bid Rate”) pursuant to such Bid. Each Bid by a Syndication Party (other than by the Bid Agent acting in its capacity as a Syndication Party) must be submitted to the Bid Agent by facsimile telecopier or electronic mail transmission not later than 10:15 A.M. (Central time) on the same Banking Day. The Bid Agent, in its capacity as a Syndication Party, may submit Bids; provided such Bids must be finalized not later than 10:00 A.M. (Central time) on the same Banking Day. Each Bid shall be irrevocable. The Bid Agent shall disregard a Bid if it (a) is not substantially in conformity with Exhibit 3.3 hereto, (b) contains qualifying or conditional language, (c) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (d) arrives after the applicable time set forth in this SectionSection 3.3. By 10:30 A.M. (Central time) on the same Banking Day, the Bid Agent shall send copies of all Bids to Borrower by facsimile telecopier or electronic mail transmission (“Bid Results Notice”).

Bid Procedure. Each Syndication Party with an Individual 5-Year Commitment may, in its sole discretion, submit to the Bid Agent a written quote, substantially in the form of Exhibit 3.3 hereto and signed by an authorized signatory of such Syndication Party as determined by the Bid Agent in its sole discretion (“Bid”), containing an offer or offers to make one or more Bid Advances in a specified amount or amounts in response to such Bid Request (and may elect to bid with respect to any or all Bid Advances with different Bid Maturity Dates specified in the Bid Request); provided, however, each Syndication Party is limited to one Bid submission per Bid Request (which may cover more than one Bid Maturity Date) and a Syndication Party may not submit a Bid in an amount in excess of such Syndication Party’s Individual 5-Year Lending Capacity. A Bid may set forth offers for up to five (5) separate Bid Rates for each of the applicable Bid Advances, provided that each Bid shall specify the aggregate principal amount of Bid Advances for all Bid Maturity Dates that the Syndication Party submitting such Bid is willing to make at the interest rate or rates specified in such Bid (each a “Bid Rate”) pursuant to such Bid. Each Bid by a Syndication Party (other than by the Bid Agent acting in its capacity as a Syndication Party) must be submitted to the Bid Agent by facsimile or electronic mail not later than 10:15 A.M. (Central time) on the same Banking Day. The Bid Agent, in its capacity as a Syndication Party, may submit Bids; provided such Bids must be finalized not later than 10:00 A.M. (Central time) on the same Banking Day. Each Bid shall be irrevocable. The Bid Agent shall disregard a Bid if it (a) is not substantially in conformity with Exhibit 3.3 hereto, (b) contains qualifying or conditional language, (c) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (d) arrives after the applicable time set forth in this Section. By 10:30 A.M. (Central time) on the same Banking Day, the Bid Agent shall send copies of all Bids to Borrower by facsimile or electronic mail (“Bid Results Notice”).

Bid Procedure. Each Syndication Party with an Individual 5-Year Commitment may, in its sole discretion, submit to the Bid Agent a written quote, substantially in the form of Exhibit 3.3 hereto and signed by an authorized signatory of such Syndication Party as determined by the Bid Agent in its sole discretion (“Bid”), containing an offer or offers to make one or more Bid Advances in a specified amount or amounts in response to such Bid Request (and may elect to bid with respect to any or all Bid Advances with different Bid Maturity Dates specified in the Bid Request); provided, however, each Syndication Party is limited to one Bid submission per Bid Request (which may cover more than one Bid Maturity Date) and a Syndication Party may not submit a Bid in an amount in excess of such Syndication Party’s Individual 5-Year Lending Capacity. A Bid may set forth offers for up to five (5) separate Bid Rates for each of the applicable Bid Advances, provided that each Bid shall specify the aggregate principal amount of Bid Advances for all Bid Maturity Dates that the Syndication Party submitting such Bid is willing to make at the interest rate or rates specified in such Bid (each a “Bid Rate”) pursuant to such Bid. Each Bid by a Syndication Party (other than by the Bid Agent acting in its capacity as a Syndication Party) must be submitted to the Bid Agent by facsimile or electronic mail not later than 10:15 A.M. (Central time) on the same Banking Day. The Bid Agent, in its capacity as a Syndication Party, may submit Bids; provided such Bids must be finalized not later than 10:00 A.M. (Central time) on the same Banking Day. Each Bid shall be irrevocable. The Bid Agent shall disregard a Bid if it (a) is not substantially in conformity with Exhibit 3.3 hereto, (b) contains qualifying or conditional language, (c) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (d) arrives after the applicable time set forth in this Section. By 10:30 A.M. (Central time) on the same Banking Day, the Bid Agent shall send copies of all Bids to Borrower by facsimile or electronic mail (“Bid Results Notice”).

Bid Procedure. Each Syndication Party with an Individual 5-Year Commitment may, in its sole discretion, submit to the Bid Agent a written quote, substantially in the form of Exhibit 3.3 hereto and signed by an authorized signatory of such Syndication Party as determined by the Bid Agent in its sole discretion (“Bid”), containing an offer or offers to make one or more Bid Advances in a specified amount or amounts in response to such Bid Request (and may elect to bid with respect to any or all Bid Advances with different Bid Maturity Dates specified in the Bid Request); provided, however, each Syndication Party is limited to one Bid submission per Bid Request (which may cover more than one Bid Maturity Date) and a Syndication Party may not submit a Bid in an amount in excess of such Syndication Party’s Individual 5-Year Lending Capacity. A Bid may set forth offers for up to five (5) separate Bid Rates for each of the applicable Bid Advances, provided that each Bid shall specify the aggregate principal amount of Bid Advances for all Bid Maturity Dates that the Syndication Party submitting such Bid is willing to make at the interest rate or rates specified in such Bid (each a “Bid Rate”) pursuant to such Bid. Each Bid by a 1697821.11-New York Server 7A - MSW EX-10.1 2013CreditAgreement5-YearRevolvingLoan Syndication Party (other than by the Bid Agent acting in its capacity as a Syndication Party) must be submitted to the Bid Agent by facsimile or electronic mail not later than 10:15 A.M. (Central time) on the same Banking Day. The Bid Agent, in its capacity as a Syndication Party, may submit Bids; provided such Bids must be finalized not later than 10:00 A.M. (Central time) on the same Banking Day. Each Bid shall be irrevocable. The Bid Agent shall disregard a Bid if it (a) is not substantially in conformity with Exhibit 3.3 hereto, (b) contains qualifying or conditional language, (c) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (d) arrives after the applicable time set forth in this Section. By 10:30 A.M. (Central time) on the same Banking Day, the Bid Agent shall send copies of all Bids to Borrower by facsimile or electronic mail (“Bid Results Notice”).

Bid Procedure. Each Syndication Party with an Individual 5-Year Commitment in the Facility under which the Bid Request is made may, in its sole discretion, submit to the Bid Agent a written quote, substantially in the form of Exhibit 3.3 4.4 hereto and signed by an authorized signatory of such Syndication Party as determined by the Bid Agent in its sole discretion (“Bid”"BID"), containing an offer or offers to make one or more Bid Advances in a specified amount or amounts in response to such Bid Request (and may elect to bid with respect to any or all Bid Advances with different Bid Maturity Dates specified in the Bid Request); provided, however, each Syndication Party is limited to one Bid submission per Bid Request (which may cover more than one Bid Maturity Date) and a Syndication Party ). Each Bid Quote for CoBank and/or St. Xxxx Bank may not submit a Bid in an amount in excess of such Syndication Party’s Individual 5-Year Lending Capacitybe submitted by CoBank. A Bid may set forth offers for up to five (5) separate Bid Rates for each of the applicable Bid Advances, provided that each Bid shall specify the aggregate principal amount of Bid Advances for all Bid Maturity Dates that the Syndication Party submitting such Bid is willing to make at the interest rate or rates specified in such Bid (each a “Bid "BID Rate”") pursuant to such Bid. Each Bid by a Syndication Party (other than by the Bid Agent acting in its capacity as a Syndication Party) must be submitted to the Bid Agent by facsimile or electronic mail not later than 10:15 A.M. (Central time) on the same Banking Day. The Each Bid Agent, made by the Bid Agent in its capacity as a Syndication Party, may submit Bids; provided such Bids Party must be finalized not later than 10:00 A.M. (Central time) on the same Banking Day. Each Bid shall be irrevocable. The Bid Agent shall disregard a Bid if it (a) is not substantially in conformity with Exhibit 3.3 4.4 hereto, (b) contains qualifying or conditional language, (c) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (d) arrives after the applicable time set forth in this Section. By 10:30 A.M. (Central time) on the same Banking Day, the Bid Agent shall send copies of all Bids to Borrower by facsimile or electronic mail (“Bid Results Notice”"BID RESULTS NOTICE").

Bid Procedure. Each Syndication Party with an Individual 5-Year Commitment in the Facility under which the Bid Request is made may, in its sole discretion, submit to the Bid Agent a written quote, substantially in the form of Exhibit 3.3 4.4 hereto and signed by an authorized signatory of such Syndication Party as determined by the Bid Agent in its sole discretion (“Bid”), containing an offer or offers to make one or more Bid Advances in a specified amount or amounts in response to such Bid Request (and may elect to bid with respect to any or all Bid Advances with different Bid Maturity Dates specified in the Bid Request); provided, however, each Syndication Party is limited to one Bid submission per Bid Request (which may cover more than one Bid Maturity Date) and a Syndication Party may not submit a Bid in an amount in excess of such Syndication Party’s Individual 364-Day Lending Capacity or Individual 5-Year Lending Capacity, as applicable. A Bid may set forth offers for up to five (5) separate Bid Rates for each of the applicable Bid Advances, provided that each Bid shall specify the aggregate principal amount of Bid Advances for all Bid Maturity Dates that the Syndication Party submitting such Bid is willing to make at the interest rate or rates specified in such Bid (each a “Bid Rate”) pursuant to such Bid. Each Bid by a Syndication Party (other than by the Bid Agent acting in its capacity as a Syndication Party) must be submitted to the Bid Agent by facsimile or electronic mail not later than 10:15 A.M. (Central time) on the same Banking Day. The Bid Agent, in its capacity as a Syndication Party, may submit Bids; provided such Bids must be finalized not later than 10:00 A.M. (Central time) on the same Banking Day. Each Bid shall be irrevocable. The Bid Agent shall disregard a Bid if it (a) is not substantially in conformity with Exhibit 3.3 4.4 hereto, (b) contains qualifying or conditional language, (c) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (d) arrives after the applicable time set forth in this Section. By 10:30 A.M. (Central time) on the same Banking Day, the Bid Agent shall send copies of all Bids to Borrower by facsimile or electronic mail (“Bid Results Notice”).