Common use of Bidding Clause in Contracts

Bidding. The Agent shall promptly after receipt by it of a Bid Loan Request pursuant to Section 2.08(a) notify the Banks of its receipt of such Bid Loan Request specifying (i) the identity of the applicable Borrower, (ii) the proposed Bid Loan Borrowing Date, (iii) whether the proposed Bid Loan shall be a Fixed Rate Bid Loan or a LIBOR Bid Loan, (iv) the Bid Loan Interest Period, (v) the principal amount of the proposed Bid Loan and (vi) the Approved Currency for such Bid Loan. Each Bank may submit a bid (a “Bid”) to the Agent by telephone (immediately confirmed in writing by letter, facsimile, email, or telex) not later than the following (each, as applicable, a “Bid Deadline”): 10:00 A.M. New York time two (2) Business Day before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a Fixed Rate Bid Loan or 10:00 A.M. New York time three (3) Business Days before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a LIBOR Bid Loan of one, two, three, or six months’ duration. Each Bid shall specify: (A) the principal amount of proposed Bid Loans offered by such Bank (the “Offered Amount”) which (i) may be less than, but shall not exceed, the Requested Amount, (ii) shall be at least $1,000,000 and shall be an integral multiple of $1,000,000 and (iii) may exceed such Bank’s Revolving Credit Commitment; and (B) the Fixed Rate which shall apply to such proposed Bid Loan if the applicable Borrower has requested a Fixed Rate Bid Loan or the LIBOR Bid Loan Spread which shall apply to such proposed Bid Loan if the applicable Borrower has requested a LIBOR Bid Loan and which may be a positive or negative number. If any Bid omits information required hereunder, the Agent may in its sole discretion attempt to notify the Bank submitting such Bid. If the Agent so notifies a Bank, such Bank may resubmit its Bid, provided that it does so prior to the applicable Bid Deadline. The Agent shall promptly notify the applicable Borrower of the Bids which it timely received from the Banks. If the Agent in its capacity as a Bank shall, in its sole discretion, make a Bid, it shall notify the Borrower of such Bid at least one-half hour before the applicable Bid Deadline.

Bidding. The Agent shall promptly after receipt by it of a Bid Loan Request pursuant to Section 2.08(a) notify the Banks of its receipt of such Bid Loan Request specifying (i) the identity of the applicable Borrower, (ii) the proposed Bid Loan Borrowing Date, (iii) whether the proposed Bid Loan shall be a Fixed Rate Bid Loan or a LIBOR Bid Loan, (iv) the Bid Loan Interest Period, (v) the principal amount of the proposed Bid Loan and (vi) in the Approved case of an Alternate Currency Loan to be incurred by the UK Borrower, the Alternate Currency for such Bid Loan. Each Bank may submit a bid (a “"Bid”") to the Agent by telephone (immediately confirmed in writing by letter, facsimile, email, or telex) not later than the following (each, as applicable, a “"Bid Deadline”"): 10:00 A.M. New York time two (2) Business Day before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a Fixed Rate Bid Loan or 10:00 A.M. New York time three (3) Business Days before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a LIBOR Bid Loan of one, two, three, or six months’ ' duration. Each Bid shall specify: (A) the principal amount of proposed Bid Loans offered by such Bank (the “"Offered Amount”") which (i) may be less than, but shall not exceed, the Requested Amount, (ii) shall be at least $1,000,000 2,000,000 and shall be an integral multiple of $1,000,000 and (iii) may exceed such Bank’s 's Revolving Credit Commitment; and (B) the Fixed Rate which shall apply to such proposed Bid Loan if the applicable Borrower has requested a Fixed Rate Bid Loan or the LIBOR Bid Loan Spread which shall apply to such proposed Bid Loan if the applicable Borrower has requested a LIBOR Bid Loan and which may be a positive or negative number. If any Bid omits information required hereunder, the Agent may in its sole discretion attempt to notify the Bank submitting such Bid. If the Agent so notifies a Bank, such Bank may resubmit its Bid, Bid provided that it does so prior to the applicable Bid Deadline. The Agent shall promptly notify the applicable Borrower of the Bids which it timely received from the Banks. If the Agent in its capacity as a Bank shall, in its sole discretion, make a Bid, it shall notify the Borrower of such Bid at least one-half hour before the applicable Bid Deadline.

Bidding. The Administrative Agent shall promptly after receipt by it of a Bid Loan Request pursuant to Section 2.08(a) 3.01 notify the Banks Lenders of its receipt of such Bid Loan Request specifying (i) the identity of the applicable Borrower, (ii) the proposed Bid Loan Borrowing Date, (iiiii) whether the proposed Bid Loan shall be a Fixed Rate Bid Loan or a LIBOR Euro-Rate Bid Loan, (iii) the Bid Loan Period, (iv) the Borrower which is to receive the proceeds of such Bid Loan Interest PeriodLoan, and (v) the principal amount of the proposed Bid Loan and (vi) the Approved Currency for such Bid Loan. Each Bank Lender may submit a bid (a “"Bid”") to the Administrative Agent substantially in the form attached to Exhibit 3.01 not later than 10:00 A.M. Eastern time on the proposed Bid Loan Borrowing Date specified in any Bid Loan Request by telephone (immediately confirmed in writing by letter, facsimile, email, facsimile or telex) not later than the following (each, as applicable, a “Bid Deadline”): 10:00 A.M. New York time two (2) Business Day before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a Fixed Rate Bid Loan or 10:00 A.M. New York time three (3) Business Days before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a LIBOR Bid Loan of one, two, three, or six months’ duration). Each Bid shall specify: (A) the principal amount of proposed Bid Loans Loan offered by such Bank Lender (the “"Offered Amount”") which (i) may be less than, but shall not exceed, the Requested Amount, (ii) shall be at least $1,000,000 5,000,000, and shall be an integral multiple of $1,000,000 and (iii) may exceed such Bank’s Revolving Credit Lender's Commitment; , and (B) the Fixed Rate which shall apply to such proposed Bid Loan if the applicable Borrower Company has requested a Fixed Rate Bid Loan or the LIBOR Euro- Rate Bid Loan Spread which shall apply to such proposed Bid Loan if the applicable Borrower Company has requested a LIBOR Euro-Rate Bid Loan. Interest on Bid Loans shall be quoted and computed on the basis of a year of 360 days and actual days elapsed. Any Bid Loan and which may be a positive or negative numberfunded by such Lender's Designated Lender as provided in Section 3.02(c)(i), however, such Lender shall not be required to specify in its Bid whether such Bid Loans will be funded by such Designated Lender. If any Bid omits information required hereunderhereunder or contains other conditions or unrelated incentives or information, the Administrative Agent shall reject such Bid and may in its sole discretion attempt to notify the Bank Lender submitting such Bid. If the Administrative Agent so notifies a BankLender, such Bank Lender may resubmit its Bid, provided that it does so prior to 10:00 A.M. Eastern time on the applicable Bid DeadlineLoan Borrowing Date. The Administrative Agent shall promptly notify the applicable Borrower Company of the Bids which it timely received receives from the BanksLenders at or before 11:00 A.M. Eastern time, on the Bid Loan Borrowing Date. If the Administrative Agent in its capacity as a Bank Lender shall, in its sole discretion, make a Bid, it shall notify the Borrower Company of such Bid at least one-half hour before 9:30 A.M. Eastern time on the proposed Bid Loan Borrowing Date if the Company is requesting a Fixed Rate Bid Loan or three (3) Business Days before the applicable proposed Bid DeadlineLoan Borrowing Date if the Company is requesting a Euro-Rate Bid Loan.

Bidding. The Agent shall promptly after receipt by it of a Bid Loan Request pursuant to Section 2.08(a) 2.5.1 notify the Banks of its receipt of such Bid Loan Request specifying (i) the identity of the applicable Borrower, (ii) the proposed Bid Loan Borrowing Date, (iiiii) whether the proposed Bid Loan shall be a Fixed Rate Bid Loan or a LIBOR Euro-Rate Bid Loan, (iviii) the Bid Loan Interest Period, Period and (viv) the principal amount of the proposed Bid Loan and (vi) the Approved Currency for such Bid Loan. Each Bank may submit a bid (a “"Bid”") to the Agent by telephone (immediately confirmed in writing by letter, facsimile, email, or telex) not later than the following 11:00 A.M. Pittsburgh time one (each, as applicable, a “Bid Deadline”): 10:00 A.M. New York time two (21) Business Day before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a Fixed Rate Bid Loan or 10:00 A.M. New York time three (3) Business Days before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a LIBOR Euro-Rate Bid Loan of oneby telephone (immediately confirmed in writing by letter, two, three, facsimile or six months’ durationtelex). Each Bid shall specify: (A) the principal amount of proposed Bid Loans offered by such Bank (the “"Offered Amount”") which (i) may be less than, but shall not exceed, the Requested Amount, (ii) shall be at least $1,000,000 2,500,000 and shall be an integral multiple of $1,000,000 500,000 and (iii) may exceed such Bank’s 's Revolving Credit Commitment; , and (B) the Fixed Rate which shall apply to such proposed Bid Loan if the applicable Borrower has requested a Fixed Rate Bid Loan or the LIBOR Euro-Rate Bid Loan Spread which shall apply to such proposed Bid Loan if the applicable Borrower has requested a LIBOR Euro-Rate Bid Loan and which may be a positive or negative numberLoan. If any Bid omits information required hereunder, the Agent may in its sole discretion attempt to notify the Bank submitting such Bid. If the Agent so notifies a Bank, such Bank may resubmit its Bid, Bid provided that it does so prior to time set forth in this Section 2.5.2 above by which such Bank is required to submit its Bid to the applicable Bid DeadlineAgent. The Agent shall promptly notify the applicable Borrower of the Bids which it timely received from the Banks. If the Agent in its capacity as a Bank shall, in its sole discretion, make a Bid, it shall notify the Borrower of such Bid at least one-half hour before 10:00 A.M. Pittsburgh time one (1) Business Day before the applicable proposed Bid DeadlineLoan Borrowing Date if Borrower is requesting a Fixed Rate Bid Loan or three (3) Business Days before the proposed Bid Loan Borrowing Date if Borrower is requesting a Euro-Rate Bid Loan.

Bidding. The Administrative Agent shall promptly after receipt by it of a Bid Loan Request pursuant to Section 2.08(a) 2.11.1 notify the Revolving Credit Banks of its receipt of such Bid Loan Request specifying (i) the identity of the applicable Borrowerproposed Borrowing Date, (ii) the proposed Bid Loan Borrowing Date, (iii) whether the proposed Bid Loan shall be a Fixed Rate Bid Loan or a LIBOR Bid Loan, (iv) the Bid Loan Interest Period, Period and (viii) the principal amount of the proposed Bid Loan and (vi) the Approved Currency for such Bid Loan. Each Revolving Credit Bank may submit a bid (a “"Bid”") in the form of EXHIBIT 2.11.2 to the Administrative Agent by telephone (immediately confirmed in writing by letter, facsimile, email, or telex) not later than the following (each, as applicable, a “Bid Deadline”): 10:00 A.M. New York Columbus time two one (21) Business Day before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a Fixed Rate Bid Loan or 10:00 A.M. New York time three (3) Business Days before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a LIBOR Bid Loan of one, two, three, or six months’ durationin writing by facsimile. Each Bid shall specify: (A) the principal amount of proposed Bid Loans offered by such Revolving Credit Bank (such Bid Loans may be funded by such Revolving Credit Bank's Designated Lender as provided in Section 2.11.4, however, such Revolving Credit Bank shall not be required to specify in its Bid whether such Bid Loans will be funded by such Designated Lender) (the “"Offered Amount”") which (i) may be less than, but shall not exceed, the Requested Amount, (ii) shall be at least $1,000,000 5,000,000 and shall be an integral multiple of $1,000,000 and (iii) may exceed such Revolving Credit Bank’s 's Revolving Credit Commitment; , and (B) the Fixed Rate which shall apply to such proposed Bid Loan if the applicable Borrower has requested a Fixed Rate Bid Loan or the LIBOR Bid Loan Spread which shall apply to such proposed Bid Loan if the applicable Borrower has requested a LIBOR Bid Loan and which may be a positive or negative numberLoan. If any Bid omits information required hereunder, the Administrative Agent may in its sole discretion attempt to notify the Revolving Credit Bank submitting such Bid. If the Administrative Agent so notifies a Revolving Credit Bank, such Revolving Credit Bank may resubmit its Bid, Bid provided that it does so prior to the applicable time set forth above in this Section 2.11 by which such Revolving Credit Bank is required to submit its Bid Deadlineto the Administrative Agent. The Administrative Agent shall promptly notify the applicable Borrower of the Bids which it timely received from the Revolving Credit Banks. If the Administrative Agent in its capacity as a Revolving Credit Bank shall, in its sole discretion, make a Bid, it shall notify the Borrower of such Bid at least one-half hour before 9:00 A.M. Columbus time one (1) Business Day before the applicable Bid Deadlineproposed Borrowing Date.

Bidding. The Administrative Agent shall promptly after receipt by it of a Bid Loan Request pursuant to Section 2.08(a) 2.9.1 [Bid Loan Requests] notify the Banks of its receipt of such Bid Loan Request specifying (i) the identity of the applicable Borrower, (ii) the proposed Bid Loan Borrowing Date, (iiiii) whether the proposed Bid Loan shall be a Fixed Rate Bid Loan or a LIBOR Euro-Rate Bid Loan, (iviii) the Bid Loan Interest Period, Period and (viv) the principal amount of the proposed Bid Loan and (vi) the Approved Currency for such Bid Loan. Each Bank may submit a bid (a “"Bid”") to the Administrative Agent by telephone (immediately confirmed in writing by letter, facsimile, email, or telex) not later than the following (each10:00 a.m., as applicableColumbus time, a “Bid Deadline”): 10:00 A.M. New York time two (2) Business Day before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a Fixed Rate Bid Loan or 10:00 A.M. New York time three (3) Business Days before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a LIBOR Fixed Rate Bid Loan of oneor four (4) Business Days before the proposed Bid Loan Borrowing Date if Borrower is requesting a Euro-Rate Bid Loan by telephone (immediately confirmed in writing by letter, two, three, facsimile or six months’ durationtelex). Each Bid shall specify: (A) the principal amount of proposed Bid Loans offered by such Bank (the “"Offered Amount”") which (i) may be less than, but shall not exceed, the Requested Amount, (ii) shall be at least Ten Million and 00/100 Dollars ($1,000,000 10,000,000.00) and shall be an integral multiple of Five Million and 00/100 Dollars ($1,000,000 5,000,000.00) and (iii) may exceed such Bank’s 's Revolving Credit Commitment; , and (B) the Fixed Rate which shall apply to such proposed Bid Loan if the applicable Borrower has requested a Fixed Rate Bid Loan or the LIBOR Euro-Rate Bid Loan Spread which shall apply to such proposed Bid Loan if the applicable Borrower has requested a LIBOR Euro-Rate Bid Loan and which may be a positive or negative numberLoan. If any Bid omits information required hereunder, the Administrative Agent may in its sole discretion attempt to notify the Bank submitting such Bid. If the Administrative Agent so notifies a Bank, such Bank may resubmit its Bid, Bid provided that it does so prior to the applicable time set forth in this Section 2.9.2 [Bidding] above by which such Bank is required to submit its Bid Deadlineto the Administrative Agent. The Not later than 11:00 a.m., Columbus time, on such day, the Administrative Agent shall promptly notify the applicable Borrower of the Bids which it timely received from the Banks. If the Administrative Agent in its capacity as a Bank shall, in its sole discretion, make a Bid, it shall notify the Borrower of such Bid at least one-half hour before 9:00 a.m., Columbus time, three (3) Business Days before the applicable proposed Bid DeadlineLoan Borrowing Date if Borrower is requesting a Fixed Rate Bid Loan or four (4) Business Days before the proposed Borrowing Date if Borrower is requesting a Euro-Rate Bid Loan.

Bidding. The Administrative Agent shall promptly after receipt by it of a Bid Loan Request pursuant to Section 2.08(a) 2.9.1 notify the Revolving Credit Banks of its receipt of such Bid Loan Request specifying (i) the identity of the applicable Borrower, (ii) the proposed Bid Loan Borrowing Date, (iiiii) whether the proposed Bid Loan shall be a Fixed Rate Bid Loan or a LIBOR Euro-Rate Bid Loan, (iviii) the Bid Loan Interest Period, Period and (viv) the principal amount of the proposed Bid Loan and (vi) the Approved Currency for such Bid Loan. Each Revolving Credit Bank may submit a bid (a “"Bid”") to the Administrative Agent by telephone (immediately confirmed in writing by letter, facsimile, email, or telex) not later than the following (each10:00 a.m., as applicablePittsburgh time, a “Bid Deadline”): 10:00 A.M. New York time two (2) Business Day before on the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a Fixed Rate Bid Loan or 10:00 A.M. New York time three (3) Business Days before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a LIBOR Euro-Rate Bid Loan of oneby telephone (immediately confirmed in writing by letter, two, three, facsimile or six months’ durationtelex). Each Bid shall specify: (A) the principal amount of proposed Bid Loans offered by such Revolving Credit Bank (the “"Offered Amount”") (such Bid Loans may be funded by such Revolving Credit Bank's Designated Lender as provided in Section 2.9.4; however, such Revolving Credit Bank shall not be required to specify in its Bid whether such Bid Loans will be funded by such Designated Lender) which (i) may be less than, but shall not exceed, the Requested Amount, (ii) shall be at least $1,000,000 5,000,000 and shall be an integral multiple of $1,000,000 and (iii) may exceed such Revolving Credit Bank’s 's Revolving Credit Commitment; , and (B) the Fixed Rate which shall apply to such proposed Bid Loan if the applicable Borrower has requested a Fixed Rate Bid Loan or the LIBOR Euro-Rate Bid Loan Spread which shall apply to such proposed Bid Loan if the applicable Borrower has requested a LIBOR Euro-Rate Bid Loan and which may be a positive or negative numberLoan. If any Bid omits information required hereunder, the Administrative Agent may in its sole discretion attempt to notify the Revolving Credit Bank submitting such Bid. If the Administrative Agent so notifies a Revolving Credit Bank, such Revolving Credit Bank may resubmit its Bid, Bid provided that it does so prior to time set forth in this Section 2.9.2 above by which such Revolving Credit Bank is required to submit its Bid to the applicable Bid DeadlineAdministrative Agent. The Administrative Agent shall promptly notify the applicable Borrower of the Bids which it timely received from the Revolving Credit Banks. If the Administrative Agent in its capacity as a Revolving Credit Bank shall, in its sole discretion, make a Bid, it shall notify the Borrower of such Bid at least one-half hour before 9:00 a.m., Pittsburgh time, on the proposed Bid Loan Borrowing Date if Borrower is requesting a Fixed Rate Bid Loan on three (3) Business Days before the applicable proposed Borrowing Date if Borrower is requesting a Euro-Rate Bid DeadlineLoan.

Bidding. The Administrative Agent shall promptly after receipt by it of a Bid Loan Request pursuant to Section 2.08(a) 2.11.1 notify the Revolving Credit Banks of its receipt of such Bid Loan Request specifying (i) the identity of the applicable Borrowerproposed Borrowing Date, (ii) the proposed Bid Loan Borrowing Date, (iii) whether the proposed Bid Loan shall be a Fixed Rate Bid Loan or a LIBOR Bid Loan, (iv) the Bid Loan Interest Period, Period and (viii) the principal amount of the proposed Bid Loan and (vi) the Approved Currency for such Bid Loan. Each Revolving Credit Bank may submit a bid (a “"Bid”") in the form of EXHIBIT 2.11.2 to the Administrative Agent by telephone (immediately confirmed in writing by letter, facsimile, email, or telex) not later than the following (each, as applicable, a “Bid Deadline”): 10:00 A.M. New York Columbus time two one (21) Business Day before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a Fixed Rate Bid Loan or 10:00 A.M. New York time three (3) Business Days before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a LIBOR Bid Loan of one, two, three, or six months’ durationin writing by facsimile. Each Bid shall specify: (A) the principal amount of proposed Bid Loans offered by such Revolving Credit Bank (such Bid Loans may be funded by such Revolving Credit Bank's Designated Lender as provided in Section 2.11.4, however, such Revolving Credit Bank shall not be required to specify in its Bid whether such Bid Loans will be funded by such Designated Lender) (the “"Offered Amount”") which (i) may be less than, but shall not exceed, the Requested Amount, (ii) shall be at least $1,000,000 5,000,000 and shall be an integral multiple of $1,000,000 and (iii) may exceed such Revolving Credit Bank’s 's Revolving Credit Commitment; , and (B) the Fixed Rate which shall apply to such proposed Bid Loan if the applicable Borrower has requested a Fixed Rate Bid Loan or the LIBOR Bid Loan Spread which shall apply to such proposed Bid Loan if the applicable Borrower has requested a LIBOR Bid Loan and which may be a positive or negative numberLoan. If any Bid omits information required hereunder, the Administrative Agent may in its sole discretion attempt to notify the Revolving Credit Bank submitting such Bid. If the Administrative Agent so notifies a Revolving Credit Bank, such Revolving Credit Bank may resubmit its Bid, Bid provided that it does so prior to the applicable time set forth above in this Section 2.11 by which such Revolving Credit Bank is required to submit its Bid Deadlineto the Administrative Agent. The Administrative Agent shall promptly notify the applicable Borrower of the Bids which it timely received from the Revolving Credit Banks. If the Administrative Agent in its capacity as a Revolving Credit Bank shall, in its sole discretion, make a Bid, it shall notify the Borrower of such Bid at least one-half hour before 9:00 A.M., Columbus time, one (1) Business Day before the applicable Bid Deadlineproposed Borrowing Date.

Bidding. The Administrative Agent shall promptly after receipt by it of a Bid Loan Request pursuant to Section 2.08(a) 2.9.1 notify the Banks of its receipt of such Bid Loan Request specifying (i) the identity of the applicable Borrower, (ii) the proposed Bid Loan Borrowing Date, (iiiii) whether the proposed Bid Loan shall be a Fixed Rate Bid Loan or a LIBOR Euro-Rate Bid Loan, (iviii) the Bid Loan Interest Period, Period and (viv) the principal amount of the proposed Bid Loan and (vi) the Approved Currency for such Bid Loan. Each Bank may submit a bid (a “"Bid”") to the Administrative Agent by telephone (immediately confirmed in writing by letter, facsimile, email, or telex) not later than the following (each10:00 a.m., as applicablePittsburgh time, a “Bid Deadline”): 10:00 A.M. New York time two (2) Business Day before on the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a Fixed Rate Bid Loan or 10:00 A.M. New York time three (3) Business Days before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a LIBOR Euro-Rate Bid Loan of oneby telephone (immediately confirmed in writing by letter, two, three, facsimile or six months’ durationtelex). Each Bid shall specify: (A) the principal amount of proposed Bid Loans offered by such Bank (the “"Offered Amount”") (such Bid Loans may be funded by such Bank's Designated Lender as provided in Section 2.9.4; however, such Bank shall not be required to specify in its Bid whether such Bid Loans will be funded by such Designated Lender) which (i) may be less than, but shall not exceed, the Requested Amount, (ii) shall be at least $1,000,000 10,000,000 and shall be an integral multiple of $1,000,000 5,000,000 and (iii) may exceed such Bank’s 's Revolving Credit Commitment; , and (B) the Fixed Rate which shall apply to such proposed Bid Loan if the applicable Borrower has requested a Fixed Rate Bid Loan or the LIBOR Euro-Rate Bid Loan Spread which shall apply to such proposed Bid Loan if the applicable Borrower has requested a LIBOR Euro-Rate Bid Loan and which may be a positive or negative numberLoan. If any Bid omits information required hereunder, the Administrative Agent may in its sole discretion attempt to notify the Bank submitting such Bid. If the Administrative Agent so notifies a Bank, such Bank may resubmit its Bid, Bid provided that it does so prior to time set forth in this Section 2.9.2 above by which such Bank is required to submit its Bid to the applicable Bid DeadlineAdministrative Agent. The Administrative Agent shall promptly notify the applicable Borrower of the Bids which it timely received from the Banks. If the Administrative Agent in its capacity as a Bank shall, in its sole discretion, make a Bid, it shall notify the Borrower of such Bid at least one-half hour before 9:00 a.m., Pittsburgh time, on the proposed Bid Loan Borrowing Date if Borrower is requesting a Fixed Rate Bid Loan and three (3) Business Days before the applicable proposed Borrowing Date if Borrower is requesting a Euro-Rate Bid DeadlineLoan.

Bidding. A. The Employer shall conduct semi annual general bids, which shall be posted January 15, and July 15, of each year and successful bidders shall be awarded their bids each respective first (1st) Monday in February and in August. Bid sheets shall be posted at each covered terminal and each bid position available at each terminal shall include the respective start times and work week. Bids will designate a general job description (by title and primary duties) and any special requirements. Prior to posting, all proposed bids must be reviewed with the Local Union 961455 Business Agent shall promptly after receipt by it and Stewards at each station. Part-time employees may bid more than one part-time shift, only if such bidding does not result in the layoff of a Bid Loan Request pursuant less senior employee. B. When the semi-annual bid is conducted, it will be accomplished by assigned bid times, individually set up for fifteen (15) minute intervals. Each employee shall bid for their desired work shift at his/her assigned time. The assigned times will be posted on the first working day after January 1st and July 1st prior to Section 2.08(athe posting of the bids on January 15 and July 15th. Proxies may be given to the xxxxxxx to be presented to Management on the bidder's behalf, if that employee knows in advance that he/she will be unavailable during his/her assigned window. Each employee is responsible for making his/her bid at the appropriate time. If an employee misses his/her bid window, the Employer may move on to the next assigned employee bid time. A "tardy bidder" who has not given a proxy to the xxxxxxx and who did not contact the employer during his/her assigned bid window, may bid into any job still available when he/she contacts the employer. Once the semi-annual bid is complete, the Company will not change bids without seventy-two (72) notify hour notification to the Banks Union as to the reason necessitating the change. C. Employees may bid on any position, for which they are currently qualified. (Example: Class A Driving bid, PM Clerical Shift, requiring Hazardous material inspection, etc.). Selection of its receipt of such Bid Loan Request specifying bids will be made on seniority basis, among qualified employees. D. In the event that a bid requiring specific qualifications is not filled or remains open after all eligible employees have bid, employees not presently qualified for the bid position, may, in seniority order, bid on the open position, subject to the following in (i) and (ii). i. Successful bidders shall be given a minimum of 30 days probationary period in which to satisfy the identity requirements of the applicable Borrowerawarded position. The Union and Company may agree to extend the probationary period for subsequent thirty (30) calendar day periods, (but no longer than 90 days in total. ii) . An employee who fails to meet the proposed Bid Loan Borrowing Daterequirements necessary to hold down the bid, (iii) whether the proposed Bid Loan shall be allowed to bump into any open position in his/her classification that his/her seniority and qualifications will allow. E. The company will have a Fixed Rate Bid Loan or a LIBOR Bid Loan, (iv) the Bid Loan Interest Period, (v) the principal amount minimum of the proposed Bid Loan and (vi) the Approved Currency for such Bid Loan. Each Bank may submit a bid (a “Bid”) to the Agent by telephone (immediately confirmed in writing by letter, facsimile, email, or telex) not later than the following (each, as applicable, a “Bid Deadline”): 10:00 A.M. New York time two (2) Business Day before Office Clerical employees, who are Haz Inspector Trained, at each covered clerical location. F. The company will provide the proposed Bid Loan Borrowing Date if required recurrent training for individuals who hold current certifications in Weight and Balance ad Hazardous Materials Inspection, subject to the applicable Borrower provisions of Article 25 of this Local Rider ("Pay for Training"). G. If any present job position is requesting a Fixed Rate Bid Loan or 10:00 A.M. New York time three (3) Business Days before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a LIBOR Bid Loan of onevacated by retirement, two, threeresignation, or six months’ duration. Each Bid shall specify: termination or an additional bid shift is created (Ameaning additional employee is needed) the principal amount of proposed Bid Loans offered by at any covered terminal, such Bank (the “Offered Amount”) which (i) may be less than, but shall not exceed, the Requested Amount, (ii) position shall be immediately posted and any employee within the job classification at least $1,000,000 all terminals shall be afforded the opportunity to bid. The successful bidder shall be informed of his award at the close of the bid, and the bid shall be effective a minimum of seven (7) days following the date the position was posted. The position vacated by that successful bidder will be filled internally at that facility. H. In the event an existing bid is modified by anyone of the following, that bid shall be considered a new position and shall be an integral multiple of $1,000,000 posted and (iii) may exceed such Bank’s Revolving Credit Commitment; and (B) filled from within the Fixed Rate which shall apply to such proposed Bid Loan if the applicable Borrower has requested a Fixed Rate Bid Loan or the LIBOR Bid Loan Spread which shall apply to such proposed Bid Loan if the applicable Borrower has requested a LIBOR Bid Loan and which may be a positive or negative number. If any Bid omits information required hereunder, the Agent may in its sole discretion attempt to notify the Bank submitting such Bid. If the Agent so notifies a Bank, such Bank may resubmit its Bid, provided that it does so prior to the applicable Bid Deadline. The Agent shall promptly notify the applicable Borrower of the Bids which it timely received from the Banks. If the Agent in its capacity as a Bank shall, in its sole discretion, make a Bid, it shall notify the Borrower of such Bid at least one-half hour before the applicable Bid Deadline.Denver ClusterDenver

Bidding. The Administrative Agent shall promptly after receipt by it of a Bid Loan Request pursuant to Section 2.08(a) 2.12.1. notify the Banks of its ------ receipt of such Bid Loan Request specifying (i) the identity of the applicable Borrower, (ii) the proposed Bid Loan Borrowing Date, (iiiii) whether the proposed Bid Loan shall be a Fixed Rate Bid Loan or a LIBOR Euro-Rate Bid Loan, (iviii) the Bid Loan Interest Period, Period and (viv) the principal amount of the proposed Bid Loan and (vi) the Approved Currency for such Bid Loan. Each Bank may submit a bid (a “"Bid”") to the Administrative Agent by telephone (immediately confirmed in writing by letter, facsimile, email, or telex) not later than the following 10:00 A.M., Pittsburgh time, one (each, as applicable, a “Bid Deadline”): 10:00 A.M. New York time two (21) Business Day before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a Fixed Rate Bid Loan or 10:00 A.M. New York time three (3) Business Days before the proposed Bid Loan Borrowing Date if the applicable Borrower is requesting a LIBOR Euro-Rate Bid Loan of oneby telephone (immediately confirmed in writing by letter, two, three, facsimile or six months’ durationtelex). Each Bid shall specify: (A) the principal amount of proposed Bid Loans offered by such Bank (the “"Offered Amount”") which (i) may be less than, but shall not exceed, the Requested Amount, (ii) shall be at least $1,000,000 5,000,000 and shall be an integral multiple of $1,000,000 1,000,000, and (iii) may exceed such Bank’s 's Revolving Credit Commitment; , and (B) the Fixed Rate which shall apply to such proposed Bid Loan if the applicable Borrower has requested a Fixed Rate Bid Loan or the LIBOR Euro-Rate Bid Loan Spread which shall apply to such proposed Bid Loan if the applicable Borrower has requested a LIBOR Euro-Rate Bid Loan and which may be a positive or negative numberLoan. If any Bid omits information required hereunder, the Administrative Agent may in its sole discretion attempt to notify the Bank submitting such Bid. If the Administrative Agent so notifies a Bank, such Bank may resubmit its Bid, Bid provided that it does so prior to time set forth in this Section 2.12.2 above by which such Bank is required to submit its Bid to the applicable Bid DeadlineAdministrative Agent. The Administrative Agent shall promptly notify the applicable Borrower of the Bids which it timely received from the Banks. If the Administrative Agent in its capacity as a Bank shall, in its sole discretion, make a Bid, it shall notify the Borrower of such Bid at least one-half hour before 9:00 A.M., Pittsburgh time, one (1) Business Day before the applicable proposed Bid DeadlineLoan Borrowing Date if Borrower is requesting a Fixed Rate Bid Loan on three (3) Business Days before the proposed Borrowing Date if Borrower is requesting a Euro-Rate Bid Loan.