Common use of Bids Clause in Contracts

Bids. Each Bank may, in its sole discretion, offer to make a Bid Loan or Loans (a "BID") to the Borrower responsive to the Bid Loan Request. Each Bid by a Bank must be received by the Administrative Agent by telephone not later than (i) 9:00 a.m. (Chicago time) on the proposed Borrowing Date in the case of a Bid for a Stated Rate Loan and (ii) 11:00 a.m. (Chicago time) four (4) Business Days prior to the proposed Borrowing Date in the case of a Bid for a Eurodollar Loan, in each case promptly confirmed in writing by a duly completed Confirmation of Bid delivered by telecopier or other means of facsimile communication substantially in the form of Exhibit E hereto or otherwise containing the information required by this subsection (c) (a "CONFIRMATION OF BID"), to be received by the Administrative Agent on the same day; PROVIDED, HOWEVER, that any Bid made by the Administrative Agent must be made by telephone to the Borrower by no later than fifteen minutes prior to the time that Bids from the other Banks are required to be received. Each Bid and each Confirmation of Bid shall refer to this Agreement and specify (i) the principal amount (which shall not be less than $5,000,000 and shall be an integral multiple of $1,000,000) of each Bid Loan that the Bank is willing to make to the Borrower and the type of Bid Loan (i.e., Stated Rate Bid Loan or Eurodollar Bid Loan), (ii) the interest rate (which shall be computed on the basis of a 360 day year and actual days elapsed for a period equal to the Interest Period applicable thereto) or spread above or below the applicable Adjusted LIBOR, in each case at which the Bank is prepared to make each Bid Loan and (iii) the Interest Period applicable to each such offered Bid Loan. The Administrative Agent shall reject any Bid if such Bid (i) does not specify all of the information specified in the immediately preceding sentence, (ii) contains any qualifying, conditional, or similar language, (iii) proposes terms other than or in addition to those set forth in the Bid Loan Request to which it responds, or (iv) is received by the Administrative Agent later than the time required for such Bid Loan. Any Bid submitted by a Bank pursuant to this Section 2.2 shall be irrevocable and shall be promptly confirmed by a telecopy or other form of facsimile communication in the form of Exhibit E; PROVIDED THAT in all events the telephone Bid received by the Administrative Agent shall be binding on the relevant Bank and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, the Bank's Confirmation of Bid. Each offer contained in a Bid to make a Bid Loan in a certain amount, at a certain interest rate, and for a certain Interest Period is referred to herein as an "OFFER".

Bids. Each Bank may, in its sole discretion, offer to make a Bid Loan or Loans (a "BIDBid") to the such Borrower responsive to the Bid Loan Request. Each Bid by a Bank must be received by the Administrative Agent by telephone not later than (i) 9:00 9:30 a.m. (Chicago time) on the proposed Borrowing Date in the case of a Bid for a Stated Rate Loan and (ii) 11:00 a.m. (Chicago time) four (4) Business Days prior to the proposed Borrowing Date in the case of a Bid for a Eurodollar Loan, in each case promptly confirmed in writing by a duly completed Confirmation of Bid delivered by telecopier or other means of facsimile communication substantially in the form of Exhibit E hereto or otherwise containing the information required by this subsection (c) (a "CONFIRMATION OF BIDConfirmation of Bid"), to be received by the Administrative Agent on the same day; PROVIDEDprovided, HOWEVERhowever, that any Bid made by the Administrative Agent must be made by telephone to the Borrower Company (acting on behalf of the Borrowers) prior to any Bid by any other Bank by no later than fifteen minutes prior to the time that Bids from the other Banks are required to be received9:15 a.m. (Chicago time). Each Bid and each Confirmation of Bid shall refer to this Agreement and specify (i) the principal amount (which shall not be less than $5,000,000 2,000,000 and shall be an integral multiple of $1,000,000500,000) of each Bid Loan that the Bank is willing to make to the Borrower and the type of Bid Loan (i.e., Stated Rate Bid Loan or Eurodollar Bid Loan)such Borrower, (ii) the interest rate (which shall be computed on the basis of a 360 day year and actual days elapsed for a period equal to the Interest Period applicable thereto) or spread above or below the applicable Adjusted LIBOR, in each case at which the Bank is prepared to make each Bid Loan and (iii) the Interest Period applicable to each such offered Bid Loan. The Administrative Agent shall reject any Bid if such Bid (i) does not specify all of the information specified in the immediately preceding sentence, (ii) contains ii)contains any qualifying, conditional, or similar language, (iii) proposes terms other than or in addition to those set forth in the Bid Loan Request to which it responds, or (iv) is received by the Administrative Agent later than the time required for such Bid Loan9:30 a.m. (Chicago time). Any Bid submitted by a Bank pursuant to this Section 2.2 3.2 shall be irrevocable and shall be promptly confirmed by a telecopy or other form of facsimile communication in the form of Exhibit E; PROVIDED THAT provided that in all events the telephone Bid received by the Administrative Agent shall be binding on the relevant Bank and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, the Bank's Confirmation of Bid. Each offer contained in a Bid to make a Bid Loan in a certain amount, at a certain interest rate, and for a certain Interest Period is referred to herein as an "OFFEROffer".

Bids. Each Bank may, in its sole discretion, offer to make a Bid Loan or Loans (a "BIDBid") to the relevant Borrower responsive to the Bid Loan Request. Each Bid by a Bank must be received by the Administrative Agent in the form of Exhibit H (each, a "Confirmation of Bid") delivered by telephone telecopier not later than (i) 9:00 9:30 a.m. (Chicago time) on the proposed Borrowing Date in the case of a Bid bid for a Stated Rate Bid Loan and (ii) 11:00 a.m. 1:00 p.m. (Chicago time) four (4) Business Days prior to the proposed Borrowing Date in the case of a Bid bid for a Eurodollar Eurocurrency Bid Loan; provided, in each case promptly confirmed in writing by a duly completed Confirmation of Bid delivered by telecopier or other means of facsimile communication substantially in the form of Exhibit E hereto or otherwise containing the information required by this subsection (c) (a "CONFIRMATION OF BID"), to be received by the Administrative Agent on the same day; PROVIDED, HOWEVERhowever, that any Bid made by the Administrative Agent must be made by telephone telecopy to the Borrower Company by no later than fifteen minutes prior to the time that Bids bids from the other Banks are required to be received. Each Bid and each Confirmation of Bid shall refer to this Agreement and specify (i) the principal amount (which shall not be less than $5,000,000 and shall be an integral multiple of $1,000,000) of each Bid Loan that the Bank is willing to make to the applicable Borrower and the type of Bid Loan (i.e., Stated Rate Bid Loan or Eurodollar Bid LoanEurocurrency), (ii) the interest rate (which shall be computed on the basis of a year of 365 or 366 days, as applicable, for the actual number of days elapsed in the case of Stated Rate Bid Loans and, in the case of a Eurocurrency Bid Loan, shall be computed on the basis of a year of 360 day year days and actual days elapsed and expressed in terms of a percentage margin to be added to or subtracted from the applicable LIBOR for a period equal to the Interest Period to be applicable theretoto such Eurocurrency Bid Loan) or spread above or below the applicable Adjusted LIBOR, in each case at which the Bank is prepared to make each Bid Loan and Loan, (iii) the currency of such Bid Loan (which shall be denominated in either U.S Dollars or an Alternative Currency), (iv) the Interest Period applicable thereto, (v) the jurisdiction in which such Bid Loan is to each be disbursed and (vi) the jurisdiction in which payments on such offered Bid LoanLoan are to be made. The Administrative Agent shall reject any Bid if such Bid (i) does not specify all of the information specified in the immediately preceding sentence, (ii) contains any qualifying, conditional, or similar language, (iii) proposes terms other than or in addition to those set forth in the Bid Loan Request to which it responds, or (iv) is received by the Administrative Agent later than the time required for such Bid Loan. Any Bid submitted by a Bank pursuant to this Section 2.2 shall be irrevocable and shall be promptly confirmed by a telecopy or other form of facsimile communication in the form of Exhibit E; PROVIDED THAT in all events the telephone Bid received by the Administrative Agent shall be binding on the relevant Bank and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, the Bank's Confirmation of Bid. Each offer contained in a Bid to make a Bid Loan in a certain amount, at a certain interest rate, and for a certain Interest Period is referred to herein as an "OFFER".information

Bids. Each Bank may, in its sole discretion, offer to make a Bid Loan or Loans (a "BIDBid") to the Borrower responsive to the Bid Loan Request. Each Bid by a Bank must be received by the Administrative Agent by telephone not later than (i) 9:00 a.m. (Chicago time) on the proposed Borrowing Date in the case of a Bid for a Stated Rate Loan and (ii) 11:00 a.m. (Chicago time) four (4) Business Days prior to the proposed Borrowing Date in the case of a Bid for a Eurodollar Loan, in each case promptly confirmed in writing by a duly completed confirmation (a "Confirmation of Bid Bid") delivered by telecopier or other means of facsimile communication substantially in the form of Exhibit E hereto or otherwise containing the information required by this subsection (c) (a "CONFIRMATION OF BID"), to be received by the Administrative Agent on the same day; PROVIDEDprovided, HOWEVERhowever, that any Bid made by the Administrative Agent must be made by telephone to the Borrower by no later than fifteen minutes prior to the time that Bids from the other Banks are required to be received8:45 a.m. (Chicago time). Each Bid and each Confirmation of Bid shall refer to this Agreement and specify (i) the principal amount (which shall not be less than $5,000,000 and shall be an integral multiple of $1,000,000) of each Bid Loan that the Bank is willing to make to the Borrower and the type of Bid Loan (i.e., Stated Rate Bid Loan or Eurodollar Bid Loan)Borrower, (ii) the interest rate (which shall be computed on the basis of a 360 day year and actual days elapsed for a period equal to the Interest Period applicable thereto) or spread above or below the applicable Adjusted LIBOR, in each case at which the Bank is prepared to make each Bid Loan Loan, and (iii) the Interest Period applicable to each such offered Bid Loan. The Administrative Agent shall reject any Bid if such Bid (i) does not specify all of the information specified in the immediately preceding sentence, (ii) contains any qualifying, conditional, or similar languagelanguage other than as provided for in the immediately preceding sentence, (iii) proposes terms other than or in addition to those set forth in the Bid Loan Request to which it respondsresponds other than as provided for in the immediately preceding sentence, or (iv) is received by the Administrative Agent later than the time required for such Bid Loan9:00 a.m. (Chicago time). Any Bid submitted by a Bank pursuant to this Section 2.2 1.7 shall be irrevocable and shall be promptly confirmed by a telecopy or other form of facsimile communication in the form of Exhibit E; PROVIDED THAT provided that in all events the telephone Bid received by the Administrative Agent shall be binding on the relevant Bank and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, the Bank's Confirmation of Bid. Each offer contained in a Bid to make a Bid Loan in a certain amount, at a certain interest rate, and for a certain Interest Period is referred to herein as an "OFFEROffer".

Bids. Each Bank may, in its sole discretion, offer to make a Bid Loan or Loans (a "BIDBid") to the such Borrower responsive to the Bid Loan Request. Each Bid by a Bank must be received by the Administrative Agent by telephone not later than (i) 9:00 9:30 a.m. (Chicago time) on the proposed Borrowing Date in the case of a Bid for a Stated Rate Loan and (ii) 11:00 a.m. (Chicago time) four (4) Business Days prior to the proposed Borrowing Date in the case of a Bid for a Eurodollar Loan, in each case promptly confirmed in writing by a duly completed Confirmation of Bid delivered by telecopier or other means of facsimile communication substantially in the form of Exhibit E hereto or otherwise containing the information required by this subsection (c) (a "CONFIRMATION OF BIDConfirmation of Bid"), to be received by the Administrative Agent on the same day; PROVIDEDprovided, HOWEVERhowever, that any Bid made by the Administrative Agent must be made by telephone to the Borrower by no later than fifteen minutes prior to the time that Bids from the other Banks are required to be received9:15 a.m. (Chicago time). Each Bid and each Confirmation of Bid shall refer to this Agreement and specify (i) the principal amount (which shall not be less than $5,000,000 2,000,000 and shall be an integral multiple of $1,000,000500,000) of each Bid Loan that the Bank is willing to make to the Borrower and the type of Bid Loan (i.e., Stated Rate Bid Loan or Eurodollar Bid Loan)such Borrower, (ii) the interest rate (which shall be computed on the basis of a 360 day year and actual days elapsed for a period equal to the Interest Period applicable thereto) or spread above or below the applicable Adjusted LIBOR, in each case at which the Bank is prepared to make each Bid Loan and (iii) the Interest Period applicable to each such offered Bid Loan. The Administrative Agent shall reject any Bid if such Bid (i) does not specify all of the information specified in the immediately preceding sentence, (ii) contains any qualifying, conditional, or similar language, (iii) proposes terms other than or in addition to those set forth in the Bid Loan Request to which it responds, or (iv) is received by the Administrative Agent later than the time required for such Bid Loan9:30 a.m. (Chicago time). Any Bid submitted by a Bank pursuant to this Section 2.2 3.2 shall be irrevocable and shall be promptly confirmed by a telecopy or other form of facsimile communication in the form of Exhibit E; PROVIDED THAT provided that in all events the telephone Bid received by the Administrative Agent shall be binding on the relevant Bank and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, the Bank's Confirmation of Bid. Each offer contained in a Bid to make a Bid Loan in a certain amount, at a certain interest rate, and for a certain Interest Period is referred to herein as an "OFFEROffer".

Bids. Each Bank may, in its sole discretion, offer to make a Bid Loan or Bid Loans (a "BIDBid") to the Borrower responsive to the Bid Loan Request. Each Bid by a Bank must be received by the Administrative Agent by telephone not later than (i) 9:00 8:45 a.m. (Chicago time) on the proposed Borrowing Date in Business Day following the case of date the Administrative Agent receives a Bid for a Stated Rate Loan and Request from the Borrower (ii) 11:00 a.m. (Chicago time) four (4) Business Days prior to the proposed Borrowing Date in the case of a Bid for a Eurodollar Loan"Auction Date"), in each case promptly confirmed in writing by a duly completed Confirmation of Bid delivered by telecopier or other means of facsimile communication substantially in the form of Exhibit E hereto or otherwise containing the information required by this subsection (c) (a "CONFIRMATION OF BID")hereto, to be received by the Administrative Agent on the same day; PROVIDEDprovided, HOWEVERhowever, that any Bid made by the Administrative Agent must be made by telephone to the Borrower by no later than fifteen minutes prior to the time that Bids from the other Banks are required to be received. Each Bid and each Confirmation of Bid shall refer to this Agreement and specify (i) the principal amount (which shall not be less than $5,000,000 and shall be an integral multiple of $1,000,000) of each Bid Loan that the Bank is willing to make to the Borrower and the type of Bid Loan (i.e., Stated Rate Bid Loan or Eurodollar Bid LoanEurodollar), (ii) the interest rate (which shall be computed on the basis of a 360 360-day year and actual days elapsed and, in the case of a Eurodollar Bid Loan, shall be expressed in terms of the Bid Margin to be added to or subtracted from the Adjusted Eurodollar Rate for a period equal to the Interest Period to be applicable theretoto such Eurodollar Bid Loan) or spread above or below the applicable Adjusted LIBOR, in each case at which the Bank is prepared to make each Bid Loan and (iii) the Interest Period applicable to each such offered Bid Loanthereto. The Administrative Agent shall reject any Bid if such Bid (i) does not specify all of the information specified in the immediately preceding sentence, (ii) contains any qualifying, conditional, or similar language, (iii) proposes terms other than or in addition to those set forth in the Bid Loan Request to which it responds, or (iv) is received by the Administrative Agent later than the time required times provided for such Bid Loanabove. Any Bid submitted by a Bank pursuant to this Section 2.2 shall be irrevocable and shall be promptly confirmed by a telecopy or other form of facsimile communication in the form of Exhibit E; PROVIDED THAT , provided that in all events the telephone Bid received by the Administrative Agent shall be binding on the relevant Bank and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, the Bank's Confirmation of Bid. Each offer contained in a Bid to make a Bid Loan in a certain amount, at a certain interest rate, and for a certain Interest Period is referred to herein as an "OFFEROffer".

Bids. Each Bank may, in its sole discretion, offer to make a Bid Loan loan or Bid Loans (a "BIDBid") to the relevant Borrower responsive to the Bid Loan Request. Each Bid by a Bank must be received by the Administrative Agent by telephone not later than (i) 9:00 a.m. (Chicago time) on the proposed Borrowing Date in the case of a Bid for a Stated Rate Loan and (ii) 11:00 a.m. (Chicago time) four (4) Business Days prior to the proposed Borrowing Date in the case of a Bid for a Eurodollar Loan, in each case promptly confirmed in writing by a duly completed confirmation (a "Confirmation of Bid Bid") delivered by telecopier or other means of facsimile communication substantially in the form of Exhibit E H hereto or otherwise containing the information required by this subsection (c) (a "CONFIRMATION OF BID"), to be received by the Administrative Agent on the same day; PROVIDEDprovided, HOWEVERhowever, that any Bid made by the Administrative Agent must be made by telephone to the relevant Borrower by no later than fifteen minutes prior to the time that Bids from the other Banks are required to be received8:45 a.m. (Chicago time). Each Bid and each Confirmation of Bid shall refer to this Agreement and specify (i) the principal amount (which shall not be less than $5,000,000 and shall be an integral multiple of $1,000,000) of each Bid Loan that the Bank is willing to make to the Borrower and the type of Bid Loan (i.e., Stated Rate Bid Loan or Eurodollar Bid Loan)relevant Borrower, (ii) the interest rate (which shall be computed on the basis of a 360 day year and for the actual number of days elapsed for a period equal to the Interest Period applicable thereto) or spread above or below the applicable Adjusted LIBOR, in each case at which the Bank is prepared to make each Bid Loan and (iii) the Interest Period applicable to each such offered Bid Loan. The Administrative Agent shall reject any Bid if such Bid (i) does not specify all of the information specified in the immediately preceding sentence, (ii) contains any qualifying, conditional, or similar language, (iii) proposes terms other than or in addition to those set forth in the Bid Loan Request to which it responds, or (iv) is received by the Administrative Agent later than the time required for such Bid Loan9:00 a.m. (Chicago time). Any Bid submitted by a Bank pursuant to this Section 2.2 3.2 shall be irrevocable and shall be promptly confirmed by a telecopy or other form of facsimile communication in the form of Exhibit EH; PROVIDED THAT provided that in all events the telephone Bid received by the Administrative Agent shall be binding on the relevant Bank and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, the Bank's Confirmation of Bid. Each offer contained in a Bid to make a Bid Loan in a certain amount, at a certain interest rate, and for a certain Interest Period is referred to herein as an "OFFEROffer".

Bids. Each Bank may, in its sole discretion, offer to make a Bid Loan or Bid Loans (a "BIDBid") to the applicable Borrower responsive to the Bid Loan Request. Each Bid by a Bank must be received by the Administrative Agent by telephone not later than (i) 9:00 8:45 a.m. (Chicago time) on the proposed Borrowing Date in Business Day following the case of date the Administrative Agent receives a Bid for a Stated Rate Loan and Request from the Company (ii) 11:00 a.m. (Chicago time) four (4) Business Days prior to the proposed Borrowing Date in the case of a Bid for a Eurodollar Loan"Auction Date"), in each case promptly confirmed in writing by a duly completed Confirmation of Bid delivered by telecopier or other means of facsimile communication substantially in the form of Exhibit E hereto or otherwise containing the information required by this subsection (c) (a "CONFIRMATION OF BID")D hereto, to be received by the Administrative Agent on the same day; PROVIDEDprovided, HOWEVERhowever, that any Bid made by the Administrative Agent must be made by telephone to the Borrower Company by no later than fifteen minutes prior to the time that Bids from the other Banks are required to be received. Each Bid and each Confirmation of Bid shall refer to this Agreement and specify (i) the principal amount (which shall not be less than $5,000,000 and shall be an integral multiple of $1,000,000) of each Bid Loan that the Bank is willing to make to the Borrower Company and the type of Bid Loan (i.e., Stated Rate Bid Loan or Eurodollar Bid LoanEurodollar), (ii) the interest rate (which shall be computed on the basis of a 360 360-day year and actual days elapsed and, in the case of a Eurodollar Bid Loan, shall be expressed in terms of the Bid Margin to be added to or subtracted from the Adjusted Eurodollar Rate for a period equal to the Interest Period to be applicable theretoto such Eurodollar Bid Loan) or spread above or below the applicable Adjusted LIBOR, in each case at which the Bank is prepared to make each Bid Loan and (iii) the Interest Period applicable to each such offered Bid Loanthereto. The Administrative Agent shall reject any Bid if such Bid (i) does not specify all of the information specified in the immediately preceding sentence, (ii) contains any qualifying, conditional, or similar language, (iii) proposes terms other than or in addition to those set forth in the Bid Loan Request to which it responds, or (iv) is received by the Administrative Agent later than the time required times provided for such Bid Loanabove. Any Bid submitted by a Bank pursuant to this Section 2.2 shall be irrevocable and shall be promptly confirmed by a telecopy or other form of facsimile communication in the form of Exhibit E; PROVIDED THAT D, provided that in all events the telephone Bid received by the Administrative Agent shall be binding on the relevant Bank and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, the Bank's Confirmation of Bid. Each offer contained in a Bid to make a Bid Loan in a certain amount, at a certain interest rate, and for a certain Interest Period is referred to herein as an "OFFEROffer".

Bids. Each Bank may, in its sole discretion, offer to make a Bid Loan or Loans (a "BIDBid") to the Borrower Company responsive to the Bid Loan Request. Each Bid by a Bank must shall be received made by delivery to the Administrative Agent of a Confirmation of Bid (a 'Confirmation of Bid") in the form of Exhibit C by telephone telecopier not later than (i) 9:00 a.m. 10:00 A.M. (Chicago New York time) on the proposed Borrowing Date in the case of a Bid for a Stated Rate Bid Loan and (ii) 11:00 a.m. 2:00 P.M. (Chicago New York, New York time) four (4) Business Days prior to the proposed Borrowing Date in the case of a Bid for a Eurodollar Bid Loan; provided, in each case promptly confirmed in writing by a duly completed Confirmation of Bid delivered by telecopier or other means of facsimile communication substantially in the form of Exhibit E hereto or otherwise containing the information required by this subsection (c) (a "CONFIRMATION OF BID"), to be received by the Administrative Agent on the same day; PROVIDED, HOWEVERhowever, that any Bid made by the Administrative Agent must be made by telephone telecopy to the Borrower Company by no later than fifteen minutes prior to the time that Bids bids from the other Banks are required to be received. Each Bid and each Confirmation of Bid shall refer to this Agreement and specify (i) the principal amount (which shall not be less than $5,000,000 and shall be an integral multiple of $1,000,000) of each Bid Loan that the Bank is willing to make to the Borrower Company and the type of Bid Loan (i.e., Stated Rate Bid Loan or Eurodollar Bid LoanEurodollar), (ii) the interest rate (which shall be computed on the basis of a 360 360-day year and actual days elapsed elapsed) and in the case of a Eurodollar Bid Loan shall be expressed in terms of a percentage margin to be added to the LIBOR for a period equal to the Interest Period to be applicable theretoto such Eurodollar Bid Loan) or spread above or below the applicable Adjusted LIBOR, in each case at which the Bank is prepared to make each Bid Loan and (iii) the Interest Period applicable to each such offered Bid Loanthereto. The Administrative Agent shall reject any Bid if such Bid (i) does not specify all of the information specified in the immediately preceding sentence, (ii) contains any qualifying, conditional, or similar language, (iii) proposes terms other than or in addition to those set forth in the Bid Loan Request to which it responds, or (iv) is received by the Administrative Agent later than the time required times provided for such Bid Loanabove. Any Bid submitted by a Bank pursuant to this Section 2.2 1.5 shall be irrevocable and shall be promptly confirmed by a telecopy or other form of facsimile communication in the form of Exhibit E; PROVIDED THAT in all events the telephone Bid received by the Administrative Agent shall be binding on the relevant Bank and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, the Bank's Confirmation of Bidirrevocable. Each offer contained in a Bid to make a Bid Loan in a certain amount, at a certain interest rate, and for a certain Interest Period is referred to herein as an "OFFEROffer".

Bids. Each Bank may, in its sole discretion, offer to make a Bid Loan or Bid Loans (a "BIDBid") to the applicable Borrower responsive to the Bid Loan Request. Each Bid by a Bank must be received by the Administrative Agent by telephone not later than (i) 9:00 8:45 a.m. (Chicago time) on the proposed Borrowing Date in Business Day following the case of date the Administrative Agent receives a Bid for a Stated Rate Loan and Request from Chemical (ii) 11:00 a.m. (Chicago time) four (4) Business Days prior to the proposed Borrowing Date in the case of a Bid for a Eurodollar Loan"Auction Date"), in each case promptly confirmed in writing by a duly completed Confirmation of Bid delivered by telecopier or other means of facsimile communication substantially in the form of Exhibit E hereto or otherwise containing the information required by this subsection (c) (a "CONFIRMATION OF BID")hereto, to be received by the Administrative Agent on the same day; PROVIDEDprovided, HOWEVERhowever, that any Bid made by the Administrative Agent must be made by telephone to the Borrower Chemical by no later than fifteen minutes prior to the time that Bids from the other Banks are required to be received. Each Bid and each Confirmation of Bid shall refer to this Agreement and specify (i) the principal amount (which shall not be less than $5,000,000 and shall be an integral multiple of $1,000,000) of each Bid Loan that the Bank is willing to make to the Borrower and the type of Bid Loan (i.e., Stated Rate Bid Loan or Eurodollar Bid LoanEurodollar), (ii) the interest rate (which shall be computed on the basis of a 360 360-day year and actual days elapsed and, in the case of a Eurodollar Bid Loan, shall be expressed in terms of the Bid Margin to be added to or subtracted from the Adjusted Eurodollar Rate for a period equal to the Interest Period to be applicable theretoto such Eurodollar Bid Loan) or spread above or below the applicable Adjusted LIBOR, in each case at which the Bank is prepared to make each Bid Loan and (iii) the Interest Period applicable to each such offered Bid Loanthereto. The Administrative Agent shall reject any Bid if such Bid (i) does not specify all of the information specified in the immediately preceding sentence, (ii) contains any qualifying, conditional, or similar language, (iii) proposes terms other than or in addition to those set forth in the Bid Loan Request to which it responds, or (iv) is received by the Administrative Agent later than the time required times provided for such Bid Loanabove. Any Bid submitted by a Bank pursuant to this Section 2.2 shall be irrevocable and shall be promptly confirmed by a telecopy or other form of facsimile communication in the form of Exhibit E; PROVIDED THAT , provided that in all events the telephone Bid received by the Administrative Agent shall be binding on the relevant Bank and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, the Bank's Confirmation of Bid. Each offer contained in a Bid to make a Bid Loan in a certain amount, at a certain interest rate, and for a certain Interest Period is referred to herein as an "OFFEROffer".

Bids. Each Bank may, in its sole discretion, offer to make a Bid Loan or Loans (a "BIDBid") to the Borrower responsive to the Bid Loan Request. Each Bid by a Bank must be received by the Administrative Agent in the form of Exhibit F delivered by telephone telecopier not later than (i) 9:00 a.m. A.M. (Chicago time) on the proposed Borrowing Date in the case of a Bid bid for a Stated Rate Bid Loan and (ii) 11:00 a.m. 1:00 P.M. (Chicago time) four (4) Business Days prior to the proposed Borrowing Date in the case of a Bid bid for a Eurodollar Eurocurrency Bid Loan; provided, in each case promptly confirmed in writing by a duly completed Confirmation of Bid delivered by telecopier or other means of facsimile communication substantially in the form of Exhibit E hereto or otherwise containing the information required by this subsection (c) (a "CONFIRMATION OF BID"), to be received by the Administrative Agent on the same day; PROVIDED, HOWEVERhowever, that any Bid made by the Administrative Agent must be made by telephone telecopy to the Borrower by no later than fifteen minutes prior to the time that Bids bids from the other Banks are required to be received. Each Bid and each Confirmation of Bid shall refer to this Agreement and specify (i) the principal amount (which shall not be less than $5,000,000 and shall be an integral multiple of $1,000,000) of each Bid Loan that the Bank is willing to make to the Borrower and the type of Bid Loan (i.e., Stated Rate Bid Loan or Eurodollar Bid LoanEurocurrency), (ii) the interest rate (which shall be computed on the basis of a 360 360-day year and actual days elapsed and, in the case of a Eurocurrency Bid Loan, shall be expressed in terms of a percentage margin to be added to or subtracted from the applicable LIBOR for a period equal to the Interest Period to be applicable theretoto such Eurocurrency Bid Loan) or spread above or below the applicable Adjusted LIBOR, in each case at which the Bank is prepared to make each Bid Loan, (iii) the currency of such Bid Loan (which shall be denominated in either U.S Dollars or an Alternative Currency) and (iiiiv) the Interest Period applicable to each such offered Bid Loanthereto. The Administrative Agent shall reject any Bid if such Bid (i) does not specify all of the information specified in the immediately preceding sentence, (ii) contains any qualifying, conditional, or similar language, (iii) proposes terms other than or in addition to those set forth in the Bid Loan Request to which it responds, or (iv) is received by the Administrative Agent later than the time required for such Bid Loan. Any Bid submitted by a Bank pursuant to this Section 2.2 1.7 shall be irrevocable and shall be promptly confirmed by a telecopy or other form of facsimile communication in the form of Exhibit E; PROVIDED THAT in all events the telephone Bid received by the Administrative Agent shall be binding on the relevant Bank and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, the Bank's Confirmation of Bidirrevocable. Each offer contained in a Bid to make a Bid Loan of a certain type in a certain amount, at a certain interest rate, and for a certain Interest Period is referred to herein as an "OFFEROffer".