Common use of Competitive Bid Advances Clause in Contracts

Competitive Bid Advances. (a) Competitive Bid Advances. Each Bank severally agrees that the Company may borrow Competitive Bid Advances under this Section 2.02 from time to time on any Business Day (or, in the case of Competitive Bid Eurodollar Advances, any Eurodollar Business Day) during the Availability Period in the manner set forth below; provided, that (I) the aggregate principal amount of all Pro Rata Advances and Competitive Bid Advances outstanding at any time shall not exceed the Commitments at such time, (II) except as provided in Section 2.02(l), the Company shall not request that a Competitive Bid Advance be made on the same day on which a Pro Rata Advance is to be made hereunder, and (III) the Company may not deliver a Competitive Bid Borrowing Request within five (5) Business Days of any other Competitive Bid Borrowing Request hereunder; provided that the Company and the Competitive Bid Agent may agree from time to time to a period of less than five (5) Business Days between Competitive Bid Borrowing Requests. (b) Competitive Bid Borrowing Requests. The Company may request Competitive Bid Advances under this Section 2.02 to be made on any Business Day (in the case of an Absolute Bid) or Eurodollar Business Day (in the case of a LIBOR Bid) that is not also the day requested by the Company for a Pro Rata Advance hereunder, except as provided in Section 2.02(l), by giving a notice substantially in the form of Exhibit C-2 (a "Competitive Bid Borrowing Request") to the Competitive Bid Agent, not later than (1) in the case of LIBOR Bids, 11:00 a.m. (New York City time) at least four (4) Eurodollar Business Days prior to the date of the proposed Competitive Bid Advances, or (2) in the case of Absolute Bids, 11:00 a.m. (New York City time) at least one (1) Business Day prior to the date of the proposed Competitive Bid Advances, containing the information specified in Exhibit C-2 and specifying for not more than three (3) alternative proposed Competitive Bid Advances (A) the aggregate amount and date of the proposed Competitive Bid Advances, which aggregate amount shall be a minimum of Five Million Dollars ($5,000,000) or a multiple of One Million Dollars ($1,000,000) in excess of Five Million Dollars ($5,000,000), (B) the final maturity date thereof (which shall not be less than one (1) month in the case of a LIBOR Bid, or seven (7) days in the case of an Absolute Bid, from the date the proposed Competitive Bid Advances are to be made and shall not occur after the earlier of (i) the Termination Date or (ii) the date six (6) months, in the case of a LIBOR Bid, or one hundred eighty three (183) days, in the case of an Absolute Bid, after the date of the requested Competitive Bid Advances), (C) the Interest Period or Interest Periods and/or the interest payment date or dates relating thereto and (D) any other terms to be applicable to such Competitive Bid Advances. The Competitive Bid Agent shall in turn promptly notify each Bank of such information.

Competitive Bid Advances. (a) Competitive Bid Advances. Each Bank Lender severally agrees that the Company Borrower may borrow make Competitive Bid Advances Borrowings under this Section 2.02 2.2(b) from time to time on any Business Day (or, in the case of Competitive Bid Eurodollar Advances, any Eurodollar Business Day) during the Availability Period period from the Agreement Date through the date which is thirty (30) days prior to the Maturity Date in the manner set forth below; providedprovided that, that (I) following the making of each Competitive Bid Borrowing, the aggregate principal amount of all Pro Rata Advances Facility A Loans, Letter of Credit Obligations and Competitive Bid Advances Loans then outstanding at any time shall not exceed the Commitments at Facility A Commitment on such time, date. (IIi) except as provided in Section 2.02(l), the Company shall not The Borrower may request that a Competitive Bid Advance be made on the same day on which a Pro Rata Advance is to be made hereunder, and (III) the Company may not deliver a Competitive Bid Borrowing Request within five (5under this Section 2.2(b) Business Days by delivering to the Administrative Agent a written Notice of any other Competitive Bid Borrowing Request hereunder; provided that the Company and the Competitive Bid Agent may agree from time to time to or notice by telephone or telecopy followed immediately by a period written Notice of less than five (5) Business Days between Competitive Bid Borrowing Requests. (b) Competitive Bid Borrowing Requests. The Company may request Competitive Bid Advances under this Section 2.02 to be made on any Business Day (in the case of an Absolute Bid) or Eurodollar Business Day (in the case of a LIBOR Bid) that is not also the day requested by the Company for a Pro Rata Advance hereunder, except as provided in Section 2.02(l), by giving a notice substantially in the form of Exhibit C-2 (a "Competitive Bid Borrowing Request") to the Competitive Bid Agent, not later than (1) in the case of LIBOR Bids, 11:00 a.m. noon (New York City time) at least four (4) Eurodollar Business Days prior to the date of the proposed Competitive Bid Advances, or (2) in the case of Absolute Bids, 11:00 a.m. (New York City timeA) at least one (1) Business Day prior to the date of the a proposed Competitive Bid Borrowing, if the Borrower has requested that the rates of interest to be offered by the Bidders shall be fixed rates per annum (the Advances comprising any such Competitive Bid Borrowing being referred to herein as "Fixed Rate Advances, containing ") and (B) at least four (4) Business Days prior to the information specified in Exhibit C-2 and specifying for not more than three (3) alternative date of a proposed Competitive Bid Borrowing, if the Borrower has requested that the rates of interest to be offered by the Bidders be based on LIBOR (the Advances (A) comprising any such Competitive Bid Borrowing being referred to herein as "Competitive LIBOR Advances"). Each Notice of Competitive Bid Borrowing shall be irrevocable and binding on the aggregate amount and date Borrower. Upon receipt of a Notice of Competitive Bid Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof by sending such Lender a copy of such Notice of Competitive Bid Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Advances to the Borrower as part of any proposed Competitive Bid AdvancesBorrowing (each such Lender being hereafter referred to as a "Bidder") at a rate or rates of interest specified by such Lender in its sole discretion, which aggregate amount shall be a minimum of Five Million Dollars ($5,000,000) or a multiple of One Million Dollars ($1,000,000) in excess of Five Million Dollars ($5,000,000), (B) by notifying the final maturity date thereof Administrative Agent (which shall not be less than one give prompt notice thereof to the Borrower), before 9:30 a.m. (New York City time) (1) month in the case of a LIBOR Bid, or seven (7) days in the case of an Absolute Bid, from on the date the of such proposed Competitive Bid Advances are to be made and shall not occur after the earlier of (i) the Termination Date or (ii) the date six (6) monthsBorrowing, in the case of a LIBOR BidCompetitive Bid Borrowing consisting of Fixed Rate Advances, or one hundred eighty and (2) three (1833) daysBusiness Days before the date of such proposed Competitive Bid Borrowing, in the case of an Absolute Bida Competitive Bid Borrowing consisting of Competitive LIBOR Advances, after the date of the requested minimum amount and maximum amount of each Competitive Bid AdvancesAdvance which such Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to Section 2.1(a) hereof, exceed such Lender's individual Facility A Commitment), (C) the Interest Period rate or Interest Periods and/or the rates of interest payment date or dates relating thereto therefor and (D) any other terms to be such Lender's applicable lending office with respect to such Competitive Bid Advance (each such notice being hereafter referred to as a "Bid"); provided, however, that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer at least 30 minutes prior to the time and on the date on which notice of such election is required to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent before 9:30 a.m. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not make any Competitive Bid Advance as part of such Competitive Bid Borrowing; provided, however, that the failure of any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Bid Advance as part of such Competitive Bid Borrowing. (iii) The Borrower shall, prior to (X) 11:00 a.m. (New York City time) on the date of a proposed Competitive Bid Borrowing consisting of Fixed Rate Advances and (Y) 9:30 a.m. (New York City time) three (3) Business Days prior to the date of a proposed Competitive Bid Borrowing consisting of Competitive LIBOR Advances, either: (A) cancel such Competitive Bid Borrowing by giving the Administrative Agent written notice to that effect, or (B) accept one or more of such offers made by any Bidder or Bidders (provided that the Borrower may not accept bids in excess of the aggregate amount of such Competitive Bid Borrowing), in its sole discretion, by giving notice to the Administrative Agent of the amount of each Competitive Bid Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, set forth in each Bidder's Bid with respect to such Competitive Bid Borrowing) to be made by each Bidder as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidders by giving the Administrative Agent notice to that effect. The Competitive Bid Borrower shall accept Bids in order of the lowest to the highest rates of interest offered by the Bidders. If two or more Bidders have offered the same interest rate, the amount to be borrowed at such interest rate will be allocated among such Bidders in proportion to the amount that each such Bidder offered at such interest rate. (iv) If the Borrower accepts one or more of the Bids made by any Bidder, the Administrative Agent shall in turn promptly notify (A) each Bank Bidder of the date and aggregate amount of such informationCompetitive Bid Borrowing and whether or not any Bid or Bids made by such Bidder have been accepted by the Borrower, (B) each Bidder that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing, of the amount of each Competitive Bid Advance to be made by such Bidder as part of such accepted Competitive Bid Borrowing, and (C) each Bidder that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing, upon receipt, that the Administrative Agent has received forms of documents appearing to fulfill the applicable conditions to such Advances set forth in Article 3 hereof. Each Bidder that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing shall, before 12:00 noon (New York City time) on the date of such Competitive Bid Borrowing specified in the notice received from the Administrative Agent pursuant to clause (A) of the preceding sentence or any later time when such Bidder shall have received notice from the Administrative Agent pursuant to clause (C) of the preceding sentence, make available to the Administrative Agent, in same day funds, such Bidder's portion of such Competitive Bid Borrowing. Upon fulfillment of the applicable conditions set forth in Article 3 hereof and after receipt by the Administrative Agent of such funds, the Administrative Agent will in accordance with Section 2.2(d) hereof make such funds available to the Borrower. Promptly after each Competitive Bid Borrowing, the Administrative Agent will notify each Lender of the amount of the Competitive Bid Borrowing, the consequent reduction to the Available Facility A Commitment and the dates upon which such reduction commenced and will terminate. (v) If the Borrower notifies the Administrative Agent that it accepts one or more of the Bids made by any Bidder or Bidders pursuant to Section 2.2(b)(iii) hereof, such notice of acceptance shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Bidder against any loss, cost or expense incurred by such Bidder as a result of the failure of the Borrower to take any required Competitive LIBOR Advance whether such failure is a result of any failure to fulfill on or before the date specified in the related Notice of Competitive Bid Borrowing for such Competitive Bid Borrowing the applicable conditions set forth in Article 3 hereof, or otherwise, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bidder to fund the Competitive LIBOR Advance to be made by such Bidder as part of such Competitive Bid Borrowing when such Competitive Bid Advance, as a result of such failure, is not made on such date. (vi) Each Competitive Bid Borrowing shall be in an amount of not less than $10,000,000 and in integral multiples of $1,000,000 in excess thereof. While any Competitive Bid Borrowing is outstanding, it will be deemed usage of the Facility A Commitment for purposes of availability and the Facility A Commitment of each Lender's portion of the Facility A Commitment (whether or not a Bidder) shall be reduced and deemed used for all purposes by its pro rata share (based on its respective Facility A Commitment) of an amount equal to the outstanding amount of such Advance. However, each Bidder's Advance made under the Competitive Bid Option shall not reduce such Bidder's obligation to lend its pro rata share of the remaining undrawn Facility A Commitment. (vii) Within the limits and under the conditions of the Competitive Bid Option, the Borrower may from time to time borrow under the Competitive Bid Option, repay or pay pursuant to this Section 2.2, and reborrow under the Competitive Bid Option, provided that a Competitive Bid Borrowing shall not be made with three (3) Business Days of the date of any other Competitive Bid Borrowing. (viii) The Borrower shall repay the Administrative Agent for the account of each Lender that has made a Competitive Bid Advance, on the maturity date of each Competitive Bid Advance (such maturity date being that specified by the Borrower for repayment of such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing and provided in the Competitive Bid Notes evidencing such Competitive Bid Advances), the then unpaid principal amount of such Competitive Bid Advance. The Borrower shall have no right to prepay any principal amount of a Competitive Bid Advance unless, and then only on the terms, specified by the Borrower for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to Section 2.2(b)(i) hereof and set forth in the Competitive Bid Note evidencing such Competitive Bid Advance. (ix) The Indebtedness of the Borrower resulting from each Competitive Bid Advance shall be evidenced by a separate Competitive Bid Note payable to the order of each Bidder making such Competitive Bid Advance and shall, for all purposes hereunder and under the Loan Documents, be part of the Obligations.

Competitive Bid Advances. (a) Competitive Bid Advances. Each Bank Lender severally agrees that the Company may borrow request Competitive Bid Advances Borrowings under this Section 2.02 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring either: (i) 30 days prior to the Commitment Termination Date in the case of Competitive Bid Borrowings consisting of Advances bearing interest at a fixed margin above or below the applicable LIBO Rate (“LIBO Rate Advances”); or (ii) seven days prior to the Commitment Termination Date, or, in the case of Competitive Bid Eurodollar Borrowings consisting of Advances bearing interest at a fixed rate (“Fixed Rate Advances”) and having Interest Periods of seven days or more, any Eurodollar Business Day) during such longer period prior to the Availability Period Commitment Termination Date, in each case, in the manner set forth below; provided, that (I) . Requests for Competitive Bid Borrowings may be for amounts up to or in excess of the aggregate principal amount of all Pro Rata Advances and Competitive Bid Advances outstanding at any time shall not exceed the Commitments at such time, of the respective Lenders then in effect. The following provisions shall apply: (II1) except as provided in Section 2.02(l), the The Company shall not (on its own behalf or on behalf of any Designated Borrower) may request that a Competitive Bid Advance be made on the same day on which a Pro Rata Advance is to be made hereunder, and (III) the Company may not deliver a Competitive Bid Borrowing Request within five (5) Business Days under this Section 2.03 by delivering to the Administrative Agent, by facsimile transmission or by e-mail, a notice of any other a Competitive Bid Borrowing Request hereunder(a “Notice of Competitive Bid Borrowing”) in substantially the form of Exhibit B-3 hereto, specifying therein (t) the requested date and Currency of such proposed Competitive Bid Borrowing, (u) the requested maximum aggregate amount of such proposed Competitive Bid Borrowing, (v) in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances, the Interest Period, or in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances, the maturity date for repayment of each Fixed Rate Advance to be made as part of such Competitive Bid Borrowing (which maturity date may not be later than the Commitment Termination Date), (w) the interest payment date or dates relating thereto (which interest payment dates, if such Competitive Bid Borrowing has a maturity date that is greater than three months after the date of such Borrowing, shall occur no less frequently than every three months), (x) the interest rate basis (LIBO Rate or Fixed Rate) to be offered by the Lenders, (y) the name of the Borrower (which shall be the Company or a Designated Borrower) and (z) other terms (if any) to be applicable to such Competitive Bid Borrowing, not later than 10:00 a.m. (New York City time) on the relevant date specified in the definition of “Interest Period”. Each Notice of Competitive Bid Borrowing shall be irrevocable and binding on the Company and the relevant Borrower; provided that the Company and the shall have no obligation to accept any offers to make Competitive Bid Advances. The Administrative Agent may agree from time to time to shall in turn promptly notify each Lender of each request for a period of less than five (5) Business Days between Competitive Bid Borrowing Requestsreceived by it from the Company by sending such Lender a copy of the related Notice of Competitive Bid Borrowing. If no election as to the Currency of Borrowing is specified in any Notice of Competitive Bid Borrowing, then the applicable Borrower shall be deemed to have requested a Borrowing in U.S. Dollars. (b2) Each Lender may, if in its sole discretion it elects to do so, irrevocably offer to make one or more Competitive Bid Advances to a Borrower as part of such proposed Competitive Bid Borrowing Requests. The Company may request Competitive Bid Advances under this Section 2.02 to be made on any Business Day (at a rate or rates of interest specified by such Lender in its sole discretion, which rate or rates of interest, in the case of LIBO Rate Advances requested by the Company (on its own behalf and on behalf an Absolute Bidon behalf of any Designated Borrower), shall be at a margin above or below the LIBO Rate for such Advances for the relevant Interest Period, by notifying the Administrative Agent (which shall give notice thereof to the Company as promptly as practicable but in no event later than 10:30 a.m. (New York City time) or Eurodollar Business Day on the date such offer is submitted to the Administrative Agent), (A) before 9:30 a.m. (New York City time) on the date of such proposed Competitive Bid Borrowing, in the case of a LIBOR Bid) that is not also the day requested by the Company for a Pro Rata Advance hereunder, except as provided in Section 2.02(l), by giving a notice substantially in the form of Exhibit C-2 (a "Competitive Bid Borrowing Request"consisting of Fixed Rate Advances denominated in U.S. Dollars, (B) to before 10:00 a.m. (New York City time) three Business Days before the date of such proposed Competitive Bid AgentBorrowing, not later than (1) in the case of LIBOR Bidsa Competitive Bid Borrowing consisting of LIBO Rate Advances denominated in any Currency, or (C) before 10:00 a.m. (New York City time) two Business Days prior to the first day of such Interest Period in respect of such Fixed Rate Advances denominated in any Alternate Currency, in each case, of the maximum amount of each Competitive Bid Advance which such Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may exceed such Lender’s Commitment), the rate or rates of interest therefor and such Lender’s Applicable Lending Office with respect to such Competitive Bid Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify the Company of such offer at least 30 minutes before the time and on the date on which notice is required to be given to the Administrative Agent by each other Lender that elects to offer to make a Competitive Bid Advance. No offer to make a Competitive Bid Advance shall contain qualifying, conditional or similar language or propose terms other than or in addition to those set forth in the applicable Notice of Competitive Bid Borrowing. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 a.m. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any Competitive Bid Advance as part of such Competitive Bid Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Bid Advance as part of such proposed Competitive Bid Borrowing. (3) The Company shall, in turn, before 11:00 a.m. (New York City time) at least four (4) Eurodollar on the date of such proposed Competitive Bid Borrowing in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances denominated in U.S. Dollars, on the date three Business Days before the date of such proposed Competitive Bid Borrowing in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances denominated in any Currency, or on the date two Business Days prior to the date first day of the proposed Competitive Bid Advances, or (2) such Interest Period in the case of Absolute BidsFixed Rate Advances denominated in any Alternate Currency, 11:00 a.m. (New York City time) at least one (1) Business Day prior to the date of the proposed Competitive Bid Advances, containing the information specified in Exhibit C-2 and specifying for not more than three (3) alternative proposed Competitive Bid Advances (A) the aggregate amount and date of the proposed Competitive Bid Advances, which aggregate amount shall be a minimum of Five Million Dollars ($5,000,000) or a multiple of One Million Dollars ($1,000,000) in excess of Five Million Dollars ($5,000,000), (B) the final maturity date thereof (which shall not be less than one (1) month in the case of a LIBOR Bid, or seven (7) days in the case of an Absolute Bid, from the date the proposed Competitive Bid Advances are to be made and shall not occur after the earlier of (i) the Termination Date or (ii) the date six (6) months, in the case of a LIBOR Bid, or one hundred eighty three (183) days, in the case of an Absolute Bid, after the date of the requested Competitive Bid Advances), (C) the Interest Period or Interest Periods and/or the interest payment date or dates relating thereto and (D) any other terms to be applicable to such Competitive Bid Advances. The Competitive Bid Agent shall in turn promptly notify each Bank of such information.either:

Competitive Bid Advances. (ai) Competitive Bid Advances. Each Bank severally agrees that the Company The Borrower may borrow Competitive Bid Advances under this Section 2.02 from time to time on any Business Day (or, in the case of Competitive Bid Eurodollar Advances, any Eurodollar Business Day) during the Availability Period in the manner set forth below; provided, that (I) the aggregate principal amount of all Pro Rata Advances and Competitive Bid Advances outstanding at any time shall not exceed the Commitments at such time, (II) except as provided in Section 2.02(l), the Company shall not request that a Competitive Bid Advance be made on the same day on which a Pro Rata Advance is to be made hereunder, and (III) the Company may not deliver a Competitive Bid Borrowing Request within five (5) Business Days by delivering to the Administrative Agent, by telecopier or telex, confirmed immediately in writing, a notice of any other a Competitive Bid Borrowing Request hereunder; provided that the Company and the (a "Notice of Competitive Bid Agent may agree from time to time to a period of less than five (5) Business Days between Competitive Bid Borrowing Requests. (b) Competitive Bid Borrowing Requests. The Company may request Competitive Bid Advances under this Section 2.02 to be made on any Business Day (in the case of an Absolute Bid) or Eurodollar Business Day (in the case of a LIBOR Bid) that is not also the day requested by the Company for a Pro Rata Advance hereunder, except as provided in Section 2.02(lBorrowing"), by giving a notice in substantially in the form of Exhibit C-2 hereto, specifying therein (a "A) the date of such proposed Competitive Bid Borrowing, (B) the aggregate amount of such proposed Competitive Bid Borrowing, (C) the maturity date for repayment of each Competitive Bid Advance to be made as part of such Competitive Bid Borrowing Request") to (which maturity date may not be earlier than the date occurring seven days after the date of such Competitive Bid AgentBorrowing or later than the Revolving Credit Termination Date), (D) the interest payment date or dates relating thereto and (E) any other terms to be applicable to such Competitive Bid Borrowing, not later than (1) in the case of LIBOR Bids, 11:00 a.m. A.M. (New York City time) (x) at least one Business Day prior to the date of the proposed Competitive Bid Borrowing, if the Borrower shall specify in the Notice of Competitive Bid Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum (the Competitive Bid Advances comprising any such Competitive Bid Borrowing being referred to herein as "Fixed Rate Advances") and (y) at least four (4) Eurodollar Business Days prior to the date of the proposed Competitive Bid AdvancesBorrowing, or (2) if the Borrower shall instead specify in the case Notice of Absolute Bids, 11:00 a.m. (New York City time) at least one (1) Business Day prior to the date of the proposed Competitive Bid Advances, containing Borrowing the information specified basis to be used by the Lenders in Exhibit C-2 and specifying for not more than three determining the rates of interest to be offered by them (3) alternative proposed the Competitive Bid Advances (A) the aggregate amount and date of the proposed Competitive Bid Advances, which aggregate amount shall be a minimum of Five Million Dollars ($5,000,000) or a multiple of One Million Dollars ($1,000,000) in excess of Five Million Dollars ($5,000,000), (B) the final maturity date thereof (which shall not be less than one (1) month in the case of a LIBOR Bid, or seven (7) days in the case of an Absolute Bid, from the date the proposed Competitive Bid Advances are to be made and shall not occur after the earlier of (i) the Termination Date or (ii) the date six (6) months, in the case of a LIBOR Bid, or one hundred eighty three (183) days, in the case of an Absolute Bid, after the date of the requested Competitive Bid Advances), (C) the Interest Period or Interest Periods and/or the interest payment date or dates relating thereto and (D) comprising any other terms to be applicable to such Competitive Bid Borrowing being referred to herein as "LIBO CB Advances"). The Competitive Bid Administrative Agent shall in turn promptly notify each Bank Lender of each request for a Competitive Bid Borrowing received by it from the Borrower by sending such Lender a copy of the related Notice of Competitive Bid Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Advances to the Borrower as part of such informationproposed Competitive Bid Borrowing at a rate or rates of interest specified by such Lender, in its sole discretion, by submitting a notice, in the form of Exhibit C-3, to the Administrative Agent (which shall give prompt notice thereof to the Borrower), before 9:30 A.M. (New York City time) on the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances, and three Business Days before the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of LIBO CB Advances, specifying (A) the minimum amount and maximum amount of each Competitive Bid Advance which such Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the first proviso set forth in Section 2.01(c), exceed such Lender's Revolving Credit Commitment, if any), (B) the rate or rates of interest per annum therefor and (C) such Lender's Applicable Lending Office with respect to such Competitive Bid Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer before 9:15 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. (iii) The Borrower shall, in turn, before 10:30 A.M. (New York City time) on the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances, and before 10:30 A.M. (New York City time) three Business Days before the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of LIBO CB Advances, either: (A) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice to that effect, or (B) accept one or more of the offers made by any Lender or Lenders pursuant to Section 2.02(b)(ii), in its sole discretion, by giving notice to the Administrative Agent of the amount of each Competitive Bid Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Administrative Agent on behalf of such Lender for such Competitive Bid Advance pursuant to Section 2.02(b)(ii)) to be made by each Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Lenders pursuant to Section 2.02(b)(ii) by giving the Administrative Agent notice to that effect. If the Borrower accepts any offers made by Lenders pursuant to Section 2.02(b)(ii), such offers shall be accepted in the order of the lowest to highest interest rates or, if two or more Lenders offer to make Competitive Bid Advances at the same interest rate, such offers, if any, shall be accepted in proportion to the amount offered by each such Lender at such interest rate. (iv) If the Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is cancelled pursuant to Section 2.02(b)(iii)(A), the Administrative Agent shall give prompt notice thereof to the Lenders and such Competitive Bid Borrowing shall not be made. (v) If the Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to Section 2.02(b)(iii)(B), the Administrative Agent shall in turn promptly notify (A) each Lender that has made an offer pursuant to Section 2.02(b)(ii) of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Lender pursuant to Section 2.02(b)(ii) have been accepted by the Borrower and (B) each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing of the amount of each Competitive Bid Advance to be made by such Lender as part of such Competitive Bid Borrowing. Each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing shall, before 1:00 P.M. (New York City time) on the date of such Competitive Bid Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's portion of such Competitive Bid Borrowing. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Administrative Agent of such funds, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account. Promptly after each Competitive Bid Borrowing the Administrative Agent will notify each Lender of the amount of the Competitive Bid Borrowing, the consequent Competitive Bid Reduction and the dates upon which such Competitive Bid Reduction commenced and will terminate. (vi) The Administrative Agent shall maintain at its address referred to in Section 8.02 a copy of each Notice of Competitive Bid Borrowing delivered by the Borrower and a register for the recordation of the date, amount, maturity, interest rate, interest payment dates, other terms and Lender of each Competitive Bid Advance accepted by the Borrower from time to time pursuant to this Section 2.02(b) (the "Competitive Bid Register"). The entries in the Competitive Bid Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat the entries recorded in the Competitive Bid Register as evidence of Competitive Bid Advances made pursuant to this Section 2.02(b). The Competitive Bid Register shall be available for inspection by the Borrower or any Lender making a Competitive Bid Advance at any reasonable time and from time to time upon reasonable prior notice. (vii) The indebtedness of the Borrower resulting from each Competitive Bid Advance made to the Borrower as part of a Competitive Bid Borrowing shall be evidenced by a master Competitive Bid Note of the Borrower payable to the order of the Administrative Agent for the benefit of the Lender making such Competitive Bid Advance.