Competitive Bid Facility. (a) Each Lender severally agrees that any Borrower may make Competitive Bid Borrowings under this Section 2.03 from time to time on any Business Day during the period from the Closing Date until the date occurring 30 days prior to the Termination Date in the manner set forth below; provided that, the aggregate principal amount of the Competitive Bid Advances comprising each Competitive Bid Borrowing shall not exceed the aggregate Unused Tranche A Commitments of the Lenders at such time. (i) Any Borrower may request a Competitive Bid Borrowing under this Section 2.03 by delivering to the Agent (and, in the case of a Competitive Bid Borrowing not consisting of Fixed Rate Advances or Eurocurrency Rate Advances to be denominated in Dollars, simultaneously to the Sub-Agent), by telephone or Email, confirmed promptly in writing, or by telecopier, a notice of a Competitive Bid Borrowing (a “Notice of Competitive Bid Borrowing”), in substantially the form of Exhibit A-2 hereto, specifying therein (A) the requested date of such proposed Competitive Bid Borrowing (which shall be a Business Day), (B) the requested aggregate amount and Optional Currency of such proposed Competitive Bid Borrowing, (C) whether such proposed Competitive Bid Borrowing shall consist of Fixed Rate Advances or Eurocurrency Rate Advances, (D) in the case of a Competitive Bid Borrowing consisting of (1) Eurocurrency Rate Advances, the requested Interest Period for each such Eurocurrency Rate Advance and (2) Fixed Rate Advances, the requested maturity date for repayment of each such Fixed Rate Advance (which maturity date may not be earlier than the date occurring seven days after the date of such proposed Competitive Bid Borrowing or later than the earlier of (x) 365 days after the date of such proposed Competitive Bid Borrowing and (y) the Termination Date), (E) the requested interest payment date or dates for each Competitive Bid Advance comprising part of such proposed Competitive Bid Borrowing, (F) whether or not the Competitive Bid Advances comprising such proposed Competitive Bid Borrowing may be prepaid and, if so, whether with or without penalty, (G) the address and account number of such Borrower to which the proceeds of such proposed Competitive Bid Borrowing are to be advanced, and (H) the requested other terms, if any, to be applicable to such proposed Competitive Bid Borrowing, not later than (I) 9:00 A.M. (New York City time) at least two Business Days prior to the date of the proposed Competitive Bid Borrowing, if such Borrower shall specify in the related Notice of Competitive Bid Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum (the Advances comprising any such Competitive Bid Borrowing, which shall be denominated in Dollars or any Optional Currency, being referred to herein as “Fixed Rate Advances”) (II) 9:00 A.M. (New York City time) three Business Days preceding the date of the proposed Competitive Bid Borrowing in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, and (III) 2:00 P.M. (New York City time) three Business Days preceding the date of the proposed Competitive Bid Borrowing in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances denominated in any
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Samples: Revolving Credit Agreement (Procter & Gamble Co), Revolving Credit Agreement (Procter & Gamble Co)
Competitive Bid Facility. (a) Each Lender severally agrees that In addition to the Revolving Credit and the Swing Line, the Borrower may, as set forth in this Section, request the Banks at any Borrower may make Competitive Bid Borrowings under this Section 2.03 from time to time on any Business Day during the period from the Closing Date until the date occurring 30 days prior to the Termination Date to make offers to make Competitive Bid Advances to the Borrower. The aggregate principal amount at any one time outstanding under the Competitive Bid Facility shall not exceed $60,000,000.00, and in no event may the aggregate outstanding principal balances of the Competitive Bid Facility, the Revolving Credit and the Swing Line exceed -11- 12 174,500,000.00. The Banks may, but shall have no obligation to, make such offers and the Borrower may, but shall have no obligation to, accept any such offers in the manner set forth belowin this Section. Each utilization of the Competitive Bid Facility by the Borrower shall serve to reduce the available and unused Aggregate Commitment under the Revolving Credit; provided thatprovided, that neither the Pro Rata share of each Bank of the Aggregate Commitment nor the amount of each Bank's Commitment shall be altered by virtue of any Bank financing a Competitive Bid Advance.
(a) In order to request Competitive Bids, the Borrower shall hand deliver, telex, or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit "C" hereto, to be received by the Agent not later than 12:00 P.M., Indianapolis, Indiana time, one (1) Banking Day before the making of the proposed Competitive Bid Advance. A Competitive Bid Request that does not conform substantially to the format of Exhibit "C" may be rejected in the Agent's sole discretion, and the Agent shall promptly notify the Borrower of such rejection by telex or telecopier. Such request shall in each case refer to this Agreement and specify (i) the proposed date of such Advance (which shall be a Banking Day), (ii) and the aggregate principal amount thereof (which shall not be less than $10,000,000.00 or greater than the Aggregate Commitment and shall be an integral multiple of $1,000,000.00), and (iii) the Competitive Bid Interest Period with respect thereto (which may not end after the Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, but in any event no later than 3:30 P.M. Indianapolis, Indiana time on the date of receipt of the Competitive Bid Request, the Agent shall invite by telex or telecopier (in the form set forth in Exhibit "B" hereto) the Banks to bid, on the terms and conditions of this Agreement, to make a Competitive Bid Advance pursuant to such Competitive Bid Request.
(b) Each Bank may, in its sole discretion, make a Competitive Bid to the Borrower responsive to the Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Agent via telex or telecopier, in the form of Exhibit "A" not later than 10:00 A.M., Indianapolis, Indiana time, on the proposed date of the making of the Competitive Bid Advance, provided that NBD Bank's Competitive Bid must be received by the Agent no later than 9:30 a.m. Indianapolis, Indiana time on such date. Competitive Bids that do not conform substantially to the format of Exhibit "A" may be rejected by the Agent after conferring with, and upon the instruction of, the Borrower, and the Agent shall notify the Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (i) the principal amount (which shall be in an minimum principal amount of $10,000,000.00 and in an integral multiple of $1,000,000.00 and which may equal (but not exceed) the entire principal amount of the Competitive Bid Advances comprising each Competitive Bid Borrowing shall not exceed Advance requested by the aggregate Unused Tranche A Commitments Borrower) of the Lenders at such time.
(i) Any Borrower may request a Competitive Bid Borrowing under this Section 2.03 by delivering to portion of the Agent (and, in the case of a Competitive Bid Borrowing not consisting of Fixed Rate Advances or Eurocurrency Rate Advances to be denominated in Dollars, simultaneously to the Sub-Agent), by telephone or Email, confirmed promptly in writing, or by telecopier, a notice of a Competitive Bid Borrowing (a “Notice of Competitive Bid Borrowing”), in substantially the form of Exhibit A-2 hereto, specifying therein (A) the requested date of such proposed Competitive Bid Borrowing (which shall be a Business Day), (B) the requested aggregate amount and Optional Currency of such proposed Competitive Bid Borrowing, (C) whether such proposed Competitive Bid Borrowing shall consist of Fixed Rate Advances or Eurocurrency Rate Advances, (D) in the case of a Competitive Bid Borrowing consisting of (1) Eurocurrency Rate Advances, the requested Interest Period for each such Eurocurrency Rate Advance and (2) Fixed Rate Advances, the requested maturity date for repayment of each such Fixed Rate Advance (which maturity date may not be earlier than the date occurring seven days after the date of such proposed Competitive Bid Borrowing or later than the earlier of (x) 365 days after the date of such proposed Competitive Bid Borrowing and (y) the Termination Date), (E) the requested interest payment date or dates for each Competitive Bid Advance comprising part of such proposed Competitive Bid Borrowing, that the Bank is willing to make to the Borrower and (Fii) whether or not the Competitive Bid Advances comprising such proposed Rate at which the Bank is prepared to make the Competitive Bid Borrowing may be prepaid andAdvance. If any Bank shall elect not to make a Competitive Bid, if so, whether with such Bank shall so notify the Agent via telex or without penalty, (G) the address and account number of such Borrower to which the proceeds of such proposed Competitive Bid Borrowing are to be advanced, and (H) the requested other terms, if any, to be applicable to such proposed Competitive Bid Borrowing, telecopier not later than (I) 9:00 A.M. (New York City 10:30 A.M., Indianapolis, Indiana time) at least two Business Days prior to , on the date Banking Day of the making of the proposed Competitive Bid BorrowingAdvance; provided, if however, that failure by any Bank to give such Borrower notice shall specify in the related Notice of not cause such Bank to be obligated to make any Competitive Bid Borrowing that the rates Advance as part of interest to be offered by the Lenders shall be fixed rates per annum (the Advances comprising any such Competitive Bid Borrowing, which Facility. A Competitive Bid submitted by a Bank pursuant to this Section shall be denominated irrevocable.
(c) The Agent shall promptly notify the Borrower no later than 11:00 A.M. Indianapolis, Indiana time on the same day as it receives the Competitive Bids by telex or telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of the portion of each Competitive Bid Advance in Dollars respect of which a Competitive Bid was made and the identity of the Bank that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.04.
(d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this subsection (d), accept or reject any Optional Currency, being Competitive Bid referred to herein as “Fixed Rate Advances”in subsection (c) above. The Borrower shall notify the Agent by telex or telecopier whether and to what extent it has decided to accept or reject any of or all the bids referred to in subsection (IIc) 9:00 A.M. (New York City above, not later than 12:00 P.M., Indianapolis, Indiana time) three Business Days preceding , on the date Banking Day of the proposed Competitive Bid Borrowing Advance; provided, however, that (i) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in subsection (c) above, (ii) the Borrower shall not accept a bid made at a particular Competitive Bid Rate if the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, and (III) 2:00 P.M. (New York City time) three Business Days preceding the date of the proposed Competitive Bid Borrowing in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances denominated in anyRequest,
Appears in 1 contract
Competitive Bid Facility. (a) Each Lender severally agrees that any Borrower may make Competitive Bid Borrowings under this Section 2.03 from time to time on any Business Day during the period from the Closing Date until the date occurring 30 days prior to the then scheduled Termination Date in the manner set forth below; provided that, the aggregate principal amount of the Competitive Bid Advances comprising each Competitive Bid Borrowing shall not exceed the aggregate Unused Tranche A Commitments of the Lenders at such time.
(i) Any Borrower may request a Competitive Bid Borrowing under this Section 2.03 by delivering to the Agent (and, in the case of a Competitive Bid Borrowing not consisting of Fixed Rate Advances or Eurocurrency Rate Advances to be denominated in Dollars, simultaneously to the Sub-Agent), by telephone or Email, confirmed promptly in writing, or by telecopier, a notice of a Competitive Bid Borrowing (a “Notice of Competitive Bid Borrowing”), in substantially the form of Exhibit A-2 hereto, specifying therein (A) the requested date of such proposed Competitive Bid Borrowing (which shall be a Business Day), (B) the requested aggregate amount and Optional Currency of such proposed Competitive Bid Borrowing, (C) whether such proposed Competitive Bid Borrowing shall consist of Fixed Rate Advances or Eurocurrency Rate Advances, (D) in the case of a Competitive Bid Borrowing consisting of (1) Eurocurrency Rate Advances, the requested Interest Period for each such Eurocurrency Rate Advance and (2) Fixed Rate Advances, the requested maturity date for repayment of each such Fixed Rate Advance (which maturity date may not be earlier than the date occurring seven days after the date of such proposed Competitive Bid Borrowing or later than the earlier of (x) 365 360 days after the date of such proposed Competitive Bid Borrowing and (y) the Termination Date), (E) the requested interest payment date or dates for each Competitive Bid Advance comprising part of such proposed Competitive Bid Borrowing, (F) whether or not the Competitive Bid Advances comprising such proposed Competitive Bid Borrowing may be prepaid and, if so, whether with or without penalty, (G) the address and account number of such Borrower to which the proceeds of such proposed Competitive Bid Borrowing are to be advanced, (H) whether the proceeds of such Competitive Bid Borrowing will be used for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) and (HI) the requested other terms, if any, to be applicable to such proposed Competitive Bid Borrowing, not later than (I) 9:00 A.M. (New York City time) at least two Business Days prior to the date of the proposed Competitive Bid Borrowing, if such Borrower shall specify in the related Notice of Competitive Bid Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum (the Advances comprising any such Competitive Bid Borrowing, which shall be denominated in Dollars or any Optional CurrencyEuros, being referred to herein as “Fixed Rate Advances”) (II) 9:00 A.M. (New York City time) three Business Days preceding the date of the proposed Competitive Bid Borrowing in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, and (III) 2:00 P.M. (New York City time) three Business Days preceding the date of the proposed Competitive Bid Borrowing in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances denominated in Euros. Each Notice of Competitive Bid Borrowing shall be irrevocable and binding on the Borrower that requested such Competitive Bid Borrowing. The Agent or the Sub-Agent, as the case may be, shall in turn promptly notify each Lender of each request for a Competitive Bid Borrowing received by it from any Borrower by sending such Lender a copy of the related Notice of Competitive Bid Borrowing.
(ii) Each Lender may, in its sole discretion, elect to irrevocably offer to make one or more Competitive Bid Advances to the Borrower requesting the Competitive Bid Advances as part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent or the Sub-Agent, as the case may be (which shall give prompt notice thereof to the Borrower requesting the Competitive Bid Borrowing), before 12:00 P.M. (New York City time) one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances, and (B) before 1:00 P.M. (New York City time) two Business Days prior to the date of the proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances, of the minimum amount and maximum amount of each Competitive Bid Advance that such Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts, subject to the proviso of the first sentence of this Section 2.03(a), may exceed such Lender’s Commitment, if any), 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 Agent, in its capacity as a Lender, shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower requesting such Competitive Bid Borrowing of such offer at least 30 minutes before the time and on the date on which notice of such election is to be given to the Agent or to the Sub-Agent, as the case may be, by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) or the Sub-Agent before 12:00 noon (London time), as the case may be, on the date on which notice of such election is to be given to the Agent or to the Sub-Agent, as the case may be, by the other Lenders, and such Lender shall not be obligated to, and shall not, make any Competitive Bid Advance as part of such proposed 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.
(iii) The Borrower requesting any particular Competitive Bid Borrowing shall, in turn, before (A) 4:00 P.M. (New York City time) one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances, and (B) 4:00 P.M. (New York City time) two Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances, either:
(A) cancel such Competitive Bid Borrowing by giving the Agent notice to that effect; or
(B) accept one or more of the offers made by any Lender or Lenders pursuant to Section 2.03(a)(ii), in its sole discretion but subject to the next two succeeding sentences, by giving notice to the Agent or to the Sub-Agent, as the case may be, 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 such Borrower by the Agent or the Sub-Agent, as the case may be, on behalf of such Lender for such Competitive Bid Advance pursuant to Section 2.03(a)(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 2.03(a)(ii) by giving the Agent or the Sub-Agent, as the case may be, notice to that effect; provided, however, that such Borrower may not accept offers that, in the aggregate, exceed the amount of the proposed Competitive Bid Borrowing specified in the related Notice of Competitive Bid Borrowing. The Borrower that requested such Competitive Bid Borrowing shall accept the offers made by any Lender or Lenders to make Competitive Bid Advances in order of the lowest to the highest rates of interest offered by such Lenders for a particular Competitive Bid Borrowing. If two or more Lenders have offered the same interest rate for a particular Competitive Bid Borrowing, the amount to be borrowed at such interest rate will be allocated among such Lenders ratably according to the amount that each such Lender offered at such interest rate.
(iv) If the Borrower that requested any particular Competitive Bid Borrowing notifies the Agent or the Sub-Agent, as the case may be, that such Competitive Bid Borrowing is cancelled pursuant to Section 2.03(a)(iii)(A), the Agent or the Sub-Agent, as the case may be, shall give prompt notice thereof to each of the Lenders and such Competitive Bid Borrowing shall not be made.
(v) If the Borrower that requested any particular Competitive Bid Borrowing accepts one or more of the offers made by any Lender or Lenders pursuant to Section 2.03(a)(iii)(B) in respect of such Competitive Bid Borrowing, the Agent or the Sub-Agent, as the case may be, shall in turn promptly notify (A) each Lender that has made an offer as described in Section 2.03(a)(ii) of the date and the aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Lender pursuant to Section 2.03(a)(ii) have been accepted by such Borrower and (B) each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing, (1) of the amount of each Competitive Bid Advance to be made by such Lender as part of such Competitive Bid Borrowing and (2) upon receipt, that the Agent or the Sub-Agent, as the case may be, has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a Competitive Bid Advance as part of any 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 Agent or from the Sub-Agent, as the case may be, pursuant to subclause (v)(A) of the immediately preceding sentence or any later time when such Lender shall have received notice from the Agent or from the Sub-Agent, as the case may be, pursuant to subclause (v)(B)(2) of the immediately preceding sentence, make available for the account of its Applicable Lending Office to the Agent at the applicable 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 Agent of such funds, the Agent will make such funds available to the Borrower that requested such Borrowing at the address and the account number specified by such Borrower in the related Notice of Competitive Bid Borrowing or, if no such address and account number are specified in the related Notice of Competitive Bid Borrowing, at the Agent’s address referred to in Section 8.02. Promptly after (x) each Competitive Bid Borrowing, the Agent will notify each Lender of the amount of such Competitive Bid Borrowing, the corresponding Competitive Bid Reduction resulting therefrom and the dates upon which such Competitive Bid Reduction commenced and will terminate and (y) the prepayment of any Competitive Bid Borrowing by the applicable Borrower, the Agent will notify each Lender of the amount and date of each such prepayment and the amount, if any, of the corresponding Competitive Bid Reduction remaining after giving effect thereto.
(vi) If the Borrower that requested any applicable Competitive Bid Borrowing notifies the Agent or the Sub-Agent, as the case may be, that it accepts one or more of the offers made by any Lender or Lenders pursuant to Section 2.03(a)(iii)(B), such notice of acceptance shall be irrevocable and binding on such Borrower. Such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Competitive Bid Borrowing for such Competitive Bid Borrowing the applicable conditions set forth in Article III, 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 Lender to fund the Competitive Bid Advance to be made by such Lender as part of such Competitive Bid Borrowing when such Competitive Bid Advance, as a result of such failure, is not made on such date.
(b) Each Competitive Bid Borrowing shall be in an aggregate amount of not less than $10,000,000, in respect of Revolving Credit Advances denominated in Dollars, or (euro)10,000,000, in respect of Revolving Credit Advances denominated in Euros and, following the making of each Competitive Bid Borrowing, the Borrowers shall be in compliance with the limitation set forth in the proviso to the first sentence of Section 2.03(a).
(c) Within the limits and on the conditions set forth in this Section 2.03, any Borrower may from time to time borrow under Section 2.03(a), repay pursuant to Section 2.06(b) or prepay pursuant to Section 2.03(d), and reborrow under Section 2.03(a).
(d) The Borrower to which any particular Competitive Bid Borrowing is made shall have no right to prepay the principal amount of any Competitive Bid Advance (or any portion thereof) unless, and then only on the terms, specified by such Borrower for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to Section 2.03(a)(i) and, if applicable, set forth in the Competitive Bid Note evidencing such Competitive Bid Advance.
(e) The Borrower to which any particular Competitive Bid Borrowing is made shall pay interest on the unpaid principal amount of each Competitive Bid Advance from the date of such Competitive Bid Advance to the date the principal amount of such Competitive Bid Advance is repaid in full, at the rate of interest for and in the Optional Currency of such Competitive Bid Advance specified by the Lender making such Competitive Bid Advance in its notice with respect thereto delivered pursuant to Section 2.03(a)(ii), payable on the interest payment date or dates specified by such Borrower for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to Section 2.03(a)(i) and, if applicable, provided in the Competitive Bid Note evidencing such Competitive Bid Advance.
(f) Each Borrower agrees that upon notice by any Lender to such Borrower (with a copy of such notice to the Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) any Competitive Bid Advance owing to, or to be made by, such Lender as part of a Competitive Bid Borrowing, such Borrower shall promptly execute and deliver to such Lender a separate promissory note, in substantially the form of Exhibit I-2 hereto (each, a “Competitive Bid Note”), payable to the order of such Lender in a principal amount equal to the amount of indebtedness of such Borrower resulting from such Competitive Bid Advance.
Appears in 1 contract
Competitive Bid Facility. (a) Each Lender severally agrees that any Borrower may make Competitive Bid Borrowings under this Section 2.03 from time to time on any Business Day during the period from the Closing Date until the date occurring 30 days prior to the then scheduled final Termination Date in the manner set forth below; provided that, the aggregate principal amount of the Competitive Bid Advances comprising each Competitive Bid Borrowing shall not exceed the aggregate Unused Tranche A Commitments of the Lenders at such time.
(i) Any Borrower may request a Competitive Bid Borrowing under this Section 2.03 by delivering to the Agent (and, in the case of a Competitive Bid Borrowing not consisting of Fixed Rate Advances or Eurocurrency Rate Advances to be denominated in Dollars, simultaneously to the Sub-Agent), by telephone or Email, confirmed promptly in writing, or by telecopier, a notice of a Competitive Bid Borrowing (a “Notice of Competitive Bid Borrowing”), in substantially the form of Exhibit A-2 hereto, specifying therein (A) the requested date of such proposed Competitive Bid Borrowing (which shall be a Business Day), (B) the requested aggregate amount and Optional Currency of such proposed Competitive Bid Borrowing, (C) whether such proposed Competitive Bid Borrowing shall consist of Fixed Rate Advances or Eurocurrency Rate Advances, (D) in the case of a Competitive Bid Borrowing consisting of (1) Eurocurrency Rate Advances, the requested Interest Period for each such Eurocurrency Rate Advance and (2) Fixed Rate Advances, the requested maturity date for repayment of each such Fixed Rate Advance (which maturity date may not be earlier than the date occurring seven days after the date of such proposed Competitive Bid Borrowing or later than the earlier of (x) 365 days after the date of such proposed Competitive Bid Borrowing and (y) the final Termination Date), (E) the requested interest payment date or dates for each Competitive Bid Advance comprising part of such proposed Competitive Bid Borrowing, (F) whether or not the Competitive Bid Advances comprising such proposed Competitive Bid Borrowing may be prepaid and, if so, whether with or without penalty, (G) the address and account number of such Borrower to which the proceeds of such proposed Competitive Bid Borrowing are to be advanced, and (H) the requested other terms, if any, to be applicable to such proposed Competitive Bid Borrowing, not later than (I) 9:00 A.M. (New York City time) at least two Business Days prior to the date of the proposed Competitive Bid Borrowing, if such Borrower shall specify in the related Notice of Competitive Bid Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum (the Advances comprising any such Competitive Bid Borrowing, which shall be denominated in Dollars or any Optional Currency, being referred to herein as “Fixed Rate Advances”) (II) 9:00 A.M. (New York City time) three Business Days preceding the date of the proposed Competitive Bid Borrowing in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, and (III) 2:00 P.M. (New York City time) three Business Days preceding the date of the proposed Competitive Bid Borrowing in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances denominated in any Optional Currency. Each Notice of Competitive Bid Borrowing shall be irrevocable and binding on the Borrower that requested such Competitive Bid Borrowing. The Agent or the Sub-Agent, as the case may be, shall in turn promptly notify each Lender of each request for a Competitive Bid Borrowing received by it from any Borrower by sending such Lender a copy of the related Notice of Competitive Bid Borrowing by telecopier or Email.
(ii) Each Lender may, in its sole discretion, elect to irrevocably offer to make one or more Competitive Bid Advances to the Borrower requesting the Competitive Bid Advances as part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent or the Sub-Agent, as the case may be (which shall give prompt notice thereof to the Borrower requesting the Competitive Bid Borrowing), before 12:00 P.M. (New York City time) one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances, and (B) before 1:00 P.M. (New York City time) two Business Days prior to the date of the proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances, of the minimum amount and maximum amount of each Competitive Bid Advance that such Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts, subject to the proviso of the first sentence of this Section 2.03(a), may exceed such Lender’s Tranche A 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 Agent, in its capacity as a Lender, shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower requesting such Competitive Bid Borrowing of such offer at least 30 minutes before the time and on the date on which notice of such election is to be given to the Agent or to the Sub-Agent, as the case may be, by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) or the Sub-Agent before 12:00 Noon (London time), as the case may be, on the date on which notice of such election is to be given to the Agent or to the Sub-Agent, as the case may be, by the other Lenders, and such Lender shall not be obligated to, and shall not, make any Competitive Bid Advance as part of such proposed 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.
(iii) The Borrower requesting any particular Competitive Bid Borrowing shall, in turn, before (A) 4:00 P.M. (New York City time) one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances, and (B) 4:00 P.M. (New York City time) two Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances, either:
(A) cancel such Competitive Bid Borrowing by giving the Agent notice to that effect; or
(B) accept one or more of the offers made by any Lender or Lenders pursuant to Section 2.03(a)(ii), in its sole discretion but subject to the next two succeeding sentences, by giving notice to the Agent or to the Sub-Agent, as the case may be, 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 such Borrower by the Agent or the Sub-Agent, as the case may be, on behalf of such Lender for such Competitive Bid Advance pursuant to Section 2.03(a)(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 2.03(a)(ii) by giving the Agent or the Sub-Agent, as the case may be, notice to that effect; provided, however, that such Borrower may not accept offers that, in the aggregate, exceed the amount of the proposed Competitive Bid Borrowing specified in the related Notice of Competitive Bid Borrowing. The Borrower that requested such Competitive Bid Borrowing shall accept the offers made by any Lender or Lenders to make Competitive Bid Advances in order of the lowest to the highest rates of interest offered by such Lenders for a particular Competitive Bid Borrowing. If two or more Lenders have offered the same interest rate for a particular Competitive Bid Borrowing, the amount to be borrowed at such interest rate will be allocated among such Lenders ratably according to the amount that each such Lender offered at such interest rate.
(iv) If the Borrower that requested any particular Competitive Bid Borrowing notifies the Agent or the Sub-Agent, as the case may be, that such Competitive Bid Borrowing is cancelled pursuant to Section 2.03(a)(iii)(A), the Agent or the Sub-Agent, as the case may be, shall give prompt notice thereof to each of the Lenders and such Competitive Bid Borrowing shall not be made.
(v) If the Borrower that requested any particular Competitive Bid Borrowing accepts one or more of the offers made by any Lender or Lenders pursuant to Section 2.03(a)(iii)(B) in respect of such Competitive Bid Borrowing, the Agent or the Sub-Agent, as the case may be, shall in turn promptly notify (A) each Lender that has made an offer as described in Section 2.03(a)(ii) of the date and the aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Lender pursuant to Section 2.03(a)(ii) have been accepted by such Borrower and (B) each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing, (1) of the amount of each Competitive Bid Advance to be made by such Lender as part of such Competitive Bid Borrowing and (2) upon receipt, that the Agent or the Sub-Agent, as the case may be, has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a Competitive Bid Advance as part of any 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 Agent or from the Sub-Agent, as the case may be, pursuant to subclause (v)(A) of the immediately preceding sentence or any later time when such Lender shall have received notice from the Agent or from the Sub-Agent, as the case may be, pursuant to subclause (v)(B)(2) of the immediately preceding sentence, make available for the account of its Applicable Lending Office to the Agent at the applicable 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 Agent of such funds, the Agent will make such funds available to the Borrower that requested such Borrowing at the address and the account number specified by such Borrower in the related Notice of Competitive Bid Borrowing or, if no such address and account number are specified in the related Notice of Competitive Bid Borrowing, at the Agent’s address referred to in Section 8.02. Promptly after (x) each Competitive Bid Borrowing, the Agent will notify each Lender of the amount of such Competitive Bid Borrowing, the corresponding Competitive Bid Reduction resulting therefrom and the dates upon which such Competitive Bid Reduction commenced and will terminate and (y) the prepayment of any Competitive Bid Borrowing by the applicable Borrower, the Agent will notify each Lender of the amount and date of each such prepayment and the amount, if any, of the corresponding Competitive Bid Reduction remaining after giving effect thereto.
(vi) If the Borrower that requested any applicable Competitive Bid Borrowing notifies the Agent or the Sub-Agent, as the case may be, that it accepts one or more of the offers made by any Lender or Lenders pursuant to Section 2.03(a)(iii)(B), such notice of acceptance shall be irrevocable and binding on such Borrower. Such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Competitive Bid Borrowing for such Competitive Bid Borrowing the applicable conditions set forth in Article III, 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 Lender to fund the Competitive Bid Advance to be made by such Lender as part of such Competitive Bid Borrowing when such Competitive Bid Advance, as a result of such failure, is not made on such date.
(b) Each Competitive Bid Borrowing shall be in an aggregate amount of not less than $10,000,000 (or the Equivalent in any other Optional Currency thereof) and, following the making of each Competitive Bid Borrowing, the Borrowers shall be in compliance with the limitation set forth in the proviso to the first sentence of Section 2.03(a).
(c) Within the limits and on the conditions set forth in this Section 2.03, any Borrower may from time to time borrow under Section 2.03(a), repay pursuant to Section 2.06(b) or prepay pursuant to Section 2.03(d), and reborrow under Section 2.03(a).
(d) The Borrower to which any particular Competitive Bid Borrowing is made shall have no right to prepay the principal amount of any Competitive Bid Advance (or any portion thereof) unless, and then only on the terms, specified by such Borrower for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to Section 2.03(a)(i) and, if applicable, set forth in the Competitive Bid Note evidencing such Competitive Bid Advance.
(e) The Borrower to which any particular Competitive Bid Borrowing is made shall pay interest on the unpaid principal amount of each Competitive Bid Advance from the date of such Competitive Bid Advance to the date the principal amount of such Competitive Bid Advance is repaid in full, at the rate of interest for and in the Optional Currency of such Competitive Bid Advance specified by the Lender making such Competitive Bid Advance in its notice with respect thereto delivered pursuant to Section 2.03(a)(ii), payable on the interest payment date or dates specified by such Borrower for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to Section 2.03(a)(i) and, if applicable, provided in the Competitive Bid Note evidencing such Competitive Bid Advance.
(f) Each Borrower agrees that upon notice by any Lender to such Borrower (with a copy of such notice to the Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) any Competitive Bid Advance owing to, or to be made by, such Lender as part of a Competitive Bid Borrowing, such Borrower shall promptly execute and deliver to such Lender a separate promissory note, in substantially the form of Exhibit F-2 hereto (each, a “Competitive Bid Note”), payable to the order of such Lender in a principal amount equal to the amount of indebtedness of such Borrower resulting from such Competitive Bid Advance.
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Competitive Bid Facility. (a) Each Lender severally agrees that any Borrower may make Competitive Bid Borrowings under this Section 2.03 from time to time on any Business Day during the period from the Closing Date until the date occurring 30 days prior to the then scheduled Termination Date in the manner set forth below; provided that, the aggregate principal amount of the Competitive Bid Advances comprising each Competitive Bid Borrowing shall not exceed the aggregate Unused Tranche A Commitments of the Lenders at such time.
(i) Any Borrower may request a Competitive Bid Borrowing under this Section 2.03 by delivering to the Agent (and, in the case of a Competitive Bid Borrowing not consisting of Fixed Rate Advances or Eurocurrency Rate Advances to be denominated in Dollars, simultaneously to the Sub-Agent), by telephone or Email, confirmed promptly in writing, or by telecopier, a notice of a Competitive Bid Borrowing (a “Notice of Competitive Bid Borrowing”), in substantially the form of Exhibit A-2 hereto, specifying therein (A) the requested date of such proposed Competitive Bid Borrowing (which shall be a Business Day), (B) the requested aggregate amount and Optional Currency of such proposed Competitive Bid Borrowing, (C) whether such proposed Competitive Bid Borrowing shall consist of Fixed Rate Advances or Eurocurrency Rate Advances, (D) in the case of a Competitive Bid Borrowing consisting of (1) Eurocurrency Rate Advances, the requested Interest Period for each such Eurocurrency Rate Advance and (2) Fixed Rate Advances, the requested maturity date for repayment of each such Fixed Rate Advance (which maturity date may not be earlier than the date occurring seven days after the date of such proposed Competitive Bid Borrowing or later than the earlier of (x) 365 360 days after the date of such proposed Competitive Bid Borrowing and (y) the Termination Date), (E) the requested interest payment date or dates for each Competitive Bid Advance comprising part of such proposed Competitive Bid Borrowing, (F) whether or not the Competitive Bid Advances comprising such proposed Competitive Bid Borrowing may be prepaid and, if so, whether with or without penalty, (G) the address and account number of such Borrower to which the proceeds of such proposed Competitive Bid Borrowing are to be advanced, and (H) the requested other terms, if any, to be applicable to such proposed Competitive Bid Borrowing, not later than (I) 9:00 A.M. (New York City time) at least two Business Days prior to the date of the proposed Competitive Bid Borrowing, if such Borrower shall specify in the related Notice of Competitive Bid Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum (the Advances comprising any such Competitive Bid Borrowing, which shall be denominated in Dollars or any Optional CurrencyEuros, being referred to herein as “Fixed Rate Advances”) (II) 9:00 A.M. (New York City time) three Business Days preceding the date of the proposed Competitive Bid Borrowing in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, and (III) 2:00 P.M. (New York City time) three Business Days preceding the date of the proposed Competitive Bid Borrowing in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances denominated in Euros. Each Notice of Competitive Bid Borrowing shall be irrevocable and binding on the Borrower that requested such Competitive Bid Borrowing. The Agent or the Sub-Agent, as the case may be, shall in turn promptly notify each Lender of each request for a Competitive Bid Borrowing received by it from any Borrower by sending such Lender a copy of the related Notice of Competitive Bid Borrowing.
(ii) Each Lender may, in its sole discretion, elect to irrevocably offer to make one or more Competitive Bid Advances to the Borrower requesting the Competitive Bid Advances as part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent or the Sub-Agent, as the case may be (which shall give prompt notice thereof to the Borrower requesting the Competitive Bid Borrowing), before 12:00 P.M. (New York City time) one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances, and (B) before 1:00 P.M. (New York City time) two Business Days prior to the date of the proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances, of the minimum amount and maximum amount of each Competitive Bid Advance that such Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts, subject to the proviso of the first sentence of this Section 2.03(a), may exceed such Lender’s Tranche A Commitment, if any), 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 Agent, in its capacity as a Lender, shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower requesting such Competitive Bid Borrowing of such offer at least 30 minutes before the time and on the date on which notice of such election is to be given to the Agent or to the Sub-Agent, as the case may be, by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) or the Sub-Agent before 12:00 noon (London time), as the case may be, on the date on which notice of such election is to be given to the Agent or to the Sub-Agent, as the case may be, by the other Lenders, and such Lender shall not be obligated to, and shall not, make any Competitive Bid Advance as part of such proposed 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.
(iii) The Borrower requesting any particular Competitive Bid Borrowing shall, in turn, before (A) 4:00 P.M. (New York City time) one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances, and (B) 4:00 P.M. (New York City time) two Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances, either:
(A) cancel such Competitive Bid Borrowing by giving the Agent notice to that effect; or
(B) accept one or more of the offers made by any Lender or Lenders pursuant to Section 2.03(a)(ii), in its sole discretion but subject to the next two succeeding sentences, by giving notice to the Agent or to the Sub-Agent, as the case may be, 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 such Borrower by the Agent or the Sub-Agent, as the case may be, on behalf of such Lender for such Competitive Bid Advance pursuant to Section 2.03(a)(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 2.03(a)(ii) by giving the Agent or the Sub-Agent, as the case may be, notice to that effect; provided, however, that such Borrower may not accept offers that, in the aggregate, exceed the amount of the proposed Competitive Bid Borrowing specified in the related Notice of Competitive Bid Borrowing. The Borrower that requested such Competitive Bid Borrowing shall accept the offers made by any Lender or Lenders to make Competitive Bid Advances in order of the lowest to the highest rates of interest offered by such Lenders for a particular Competitive Bid Borrowing. If two or more Lenders have offered the same interest rate for a particular Competitive Bid Borrowing, the amount to be borrowed at such interest rate will be allocated among such Lenders ratably according to the amount that each such Lender offered at such interest rate.
(iv) If the Borrower that requested any particular Competitive Bid Borrowing notifies the Agent or the Sub-Agent, as the case may be, that such Competitive Bid Borrowing is cancelled pursuant to Section 2.03(a)(iii)(A), the Agent or the Sub-Agent, as the case may be, shall give prompt notice thereof to each of the Lenders and such Competitive Bid Borrowing shall not be made.
(v) If the Borrower that requested any particular Competitive Bid Borrowing accepts one or more of the offers made by any Lender or Lenders pursuant to Section 2.03(a)(iii)(B) in respect of such Competitive Bid Borrowing, the Agent or the Sub-Agent, as the case may be, shall in turn promptly notify (A) each Lender that has made an offer as described in Section 2.03(a)(ii) of the date and the aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Lender pursuant to Section 2.03(a)(ii) have been accepted by such Borrower and (B) each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing, (1) of the amount of each Competitive Bid Advance to be made by such Lender as part of such Competitive Bid Borrowing and (2) upon receipt, that the Agent or the Sub-Agent, as the case may be, has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a Competitive Bid Advance as part of any 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 Agent or from the Sub-Agent, as the case may be, pursuant to subclause (v)(A) of the immediately preceding sentence or any later time when such Lender shall have received notice from the Agent or from the Sub-Agent, as the case may be, pursuant to subclause (v)(B)(2) of the immediately preceding sentence, make available for the account of its Applicable Lending Office to the Agent at the applicable 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 Agent of such funds, the Agent will make such funds available to the Borrower that requested such Borrowing at the address and the account number specified by such Borrower in the related Notice of Competitive Bid Borrowing or, if no such address and account number are specified in the related Notice of Competitive Bid Borrowing, at the Agent’s address referred to in Section 8.02. Promptly after (x) each Competitive Bid Borrowing, the Agent will notify each Lender of the amount of such Competitive Bid Borrowing, the corresponding Competitive Bid Reduction resulting therefrom and the dates upon which such Competitive Bid Reduction commenced and will terminate and (y) the prepayment of any Competitive Bid Borrowing by the applicable Borrower, the Agent will notify each Lender of the amount and date of each such prepayment and the amount, if any, of the corresponding Competitive Bid Reduction remaining after giving effect thereto.
(vi) If the Borrower that requested any applicable Competitive Bid Borrowing notifies the Agent or the Sub-Agent, as the case may be, that it accepts one or more of the offers made by any Lender or Lenders pursuant to Section 2.03(a)(iii)(B), such notice of acceptance shall be irrevocable and binding on such Borrower. Such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Competitive Bid Borrowing for such Competitive Bid Borrowing the applicable conditions set forth in Article III, 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 Lender to fund the Competitive Bid Advance to be made by such Lender as part of such Competitive Bid Borrowing when such Competitive Bid Advance, as a result of such failure, is not made on such date.
(b) Each Competitive Bid Borrowing shall be in an aggregate amount of not less than $10,000,000, in respect of Revolving Credit Advances denominated in Dollars, or (euro)10,000,000, in respect of Revolving Credit Advances denominated in Euros and, following the making of each Competitive Bid Borrowing, the Borrowers shall be in compliance with the limitation set forth in the proviso to the first sentence of Section 2.03(a).
(c) Within the limits and on the conditions set forth in this Section 2.03, any Borrower may from time to time borrow under Section 2.03(a), repay pursuant to Section 2.06(b) or prepay pursuant to Section 2.03(d), and reborrow under Section 2.03(a).
(d) The Borrower to which any particular Competitive Bid Borrowing is made shall have no right to prepay the principal amount of any Competitive Bid Advance (or any portion thereof) unless, and then only on the terms, specified by such Borrower for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to Section 2.03(a)(i) and, if applicable, set forth in the Competitive Bid Note evidencing such Competitive Bid Advance.
(e) The Borrower to which any particular Competitive Bid Borrowing is made shall pay interest on the unpaid principal amount of each Competitive Bid Advance from the date of such Competitive Bid Advance to the date the principal amount of such Competitive Bid Advance is repaid in full, at the rate of interest for and in the Optional Currency of such Competitive Bid Advance specified by the Lender making such Competitive Bid Advance in its notice with respect thereto delivered pursuant to Section 2.03(a)(ii), payable on the interest payment date or dates specified by such Borrower for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to Section 2.03(a)(i) and, if applicable, provided in the Competitive Bid Note evidencing such Competitive Bid Advance.
(f) Each Borrower agrees that upon notice by any Lender to such Borrower (with a copy of such notice to the Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) any Competitive Bid Advance owing to, or to be made by, such Lender as part of a Competitive Bid Borrowing, such Borrower shall promptly execute and deliver to such Lender a separate promissory note, in substantially the form of Exhibit F-3 hereto (each, a “Competitive Bid Note”), payable to the order of such Lender in a principal amount equal to the amount of indebtedness of such Borrower resulting from such Competitive Bid Advance.
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Competitive Bid Facility. (a) Each Lender severally agrees that any Borrower may make Competitive Bid Borrowings under this Section 2.03 from time to time on any Business Day during the period from the Closing Date until the date occurring 30 days prior to the then scheduled Termination Date in the manner set forth below; provided that, the aggregate principal amount of the Competitive Bid Advances comprising each Competitive Bid Borrowing shall not exceed the aggregate Unused Tranche A Commitments of the Lenders at such time.
(i) Any Borrower may request a Competitive Bid Borrowing under this Section 2.03 by delivering to the Agent (and, in the case of a Competitive Bid Borrowing not consisting of Fixed Rate Advances or Eurocurrency Rate Advances to be denominated in Dollars, simultaneously to the Sub-Agent), by telephone or Email, confirmed promptly in writing, or by telecopier, a notice of a Competitive Bid Borrowing (a “"Notice of Competitive Bid Borrowing”"), in substantially the form of Exhibit A-2 hereto, specifying therein (A) the requested date of such proposed Competitive Bid Borrowing (which shall be a Business Day), (B) the requested aggregate amount and Optional Currency of such proposed Competitive Bid Borrowing, (C) whether such proposed Competitive Bid Borrowing shall consist of Fixed Rate Advances or Eurocurrency Rate Advances, (D) in the case of a Competitive Bid Borrowing consisting of (1) Eurocurrency Rate Advances, the requested Interest Period for each such Eurocurrency Rate Advance and (2) Fixed Rate Advances, the requested maturity date for repayment of each such Fixed Rate Advance (which maturity date may not be earlier than the date occurring seven days after the date of such proposed Competitive Bid Borrowing or later than the earlier of (x) 365 360 days after the date of such proposed Competitive Bid Borrowing and (y) the Termination Date), (E) the requested interest payment date or dates for each Competitive Bid Advance comprising part of such proposed Competitive Bid Borrowing, (F) whether or not the Competitive Bid Advances comprising such proposed Competitive Bid Borrowing may be prepaid and, if so, whether with or without penalty, (G) the address and account number of such Borrower to which the proceeds of such proposed Competitive Bid Borrowing are to be advanced, (H) whether the proceeds of such Competitive Bid Borrowing will be used for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) and (HI) the requested other terms, if any, to be applicable to such proposed Competitive Bid Borrowing, not later than (I) 9:00 A.M. (New York City time) at least two Business Days prior to the date of the proposed Competitive Bid Borrowing, if such Borrower shall specify in the related Notice of Competitive Bid Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum (the Advances comprising any such Competitive Bid Borrowing, which shall be denominated in Dollars or any Optional CurrencyEuros, being referred to herein as “"Fixed Rate Advances”") (II) 9:00 A.M. (New York City time) three Business Days preceding the date of the proposed Competitive Bid Borrowing in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, and (III) 2:00 P.M. (New York City time) three Business Days preceding the date of the proposed Competitive Bid Borrowing in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances denominated in Euros. Each Notice of Competitive Bid Borrowing shall be irrevocable and binding on the Borrower that requested such Competitive Bid Borrowing. The Agent or the Sub-Agent, as the case may be, shall in turn promptly notify each Lender of each request for a Competitive Bid Borrowing received by it from any Borrower by sending such Lender a copy of the related Notice of Competitive Bid Borrowing.
(ii) Each Lender may, in its sole discretion, elect to irrevocably offer to make one or more Competitive Bid Advances to the Borrower requesting the Competitive Bid Advances as part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent or the Sub-Agent, as the case may be (which shall give prompt notice thereof to the Borrower requesting the Competitive Bid Borrowing), before 12:00 P.M. (New York City time) one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances, and (B) before 1:00 P.M. (New York City time) two Business Days prior to the date of the proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances, of the minimum amount and maximum amount of each Competitive Bid Advance that such Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts, subject to the proviso of the first sentence of this Section 2.03(a), may exceed such Lender's Commitment, if any), 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 Agent, in its capacity as a Lender, shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower requesting such Competitive Bid Borrowing of such offer at least 30 minutes before the time and on the date on which notice of such election is to be given to the Agent or to the Sub-Agent, as the case may be, by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) or the Sub-Agent before 12:00 noon (London time), as the case may be, on the date on which notice of such election is to be given to the Agent or to the Sub-Agent, as the case may be, by the other Lenders, and such Lender shall not be obligated to, and shall not, make any Competitive Bid Advance as part of such proposed 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.
(iii) The Borrower requesting any particular Competitive Bid Borrowing shall, in turn, before (A) 4:00 P.M. (New York City time) one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances, and (B) 4:00 P.M. (New York City time) two Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Eurocurrency Rate Advances, either:
(A) cancel such Competitive Bid Borrowing by giving the Agent notice to that effect; or
(B) accept one or more of the offers made by any Lender or Lenders pursuant to Section 2.03(a)(ii), in its sole discretion but subject to the next two succeeding sentences, by giving notice to the Agent or to the Sub-Agent, as the case may be, 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 such Borrower by the Agent or the Sub-Agent, as the case may be, on behalf of such Lender for such Competitive Bid Advance pursuant to Section 2.03(a)(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 2.03(a)(ii) by giving the Agent or the Sub-Agent, as the case may be, notice to that effect; provided, however, that such Borrower may not accept offers that, in the aggregate, exceed the amount of the proposed Competitive Bid Borrowing specified in the related Notice of Competitive Bid Borrowing. The Borrower that requested such Competitive Bid Borrowing shall accept the offers made by any Lender or Lenders to make Competitive Bid Advances in order of the lowest to the highest rates of interest offered by such Lenders for a particular Competitive Bid Borrowing. If two or more Lenders have offered the same interest rate for a particular Competitive Bid Borrowing, the amount to be borrowed at such interest rate will be allocated among such Lenders ratably according to the amount that each such Lender offered at such interest rate.
(iv) If the Borrower that requested any particular Competitive Bid Borrowing notifies the Agent or the Sub-Agent, as the case may be, that such Competitive Bid Borrowing is cancelled pursuant to Section 2.03(a)(iii)(A), the Agent or the Sub-Agent, as the case may be, shall give prompt notice thereof to each of the Lenders and such Competitive Bid Borrowing shall not be made.
(v) If the Borrower that requested any particular Competitive Bid Borrowing accepts one or more of the offers made by any Lender or Lenders pursuant to Section 2.03(a)(iii)(B) in respect of such Competitive Bid Borrowing, the Agent or the Sub-Agent, as the case may be, shall in turn promptly notify (A) each Lender that has made an offer as described in Section 2.03(a)(ii) of the date and the aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Lender pursuant to Section 2.03(a)(ii) have been accepted by such Borrower and (B) each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing, (1) of the amount of each Competitive Bid Advance to be made by such Lender as part of such Competitive Bid Borrowing and (2) upon receipt, that the Agent or the Sub-Agent, as the case may be, has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a Competitive Bid Advance as part of any 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 Agent or from the Sub-Agent, as the case may be, pursuant to subclause (v)(A) of the immediately preceding sentence or any later time when such Lender shall have received notice from the Agent or from the Sub-Agent, as the case may be, pursuant to subclause (v)(B)(2) of the immediately preceding sentence, make available for the account of its Applicable Lending Office to the Agent at the applicable 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 Agent of such funds, the Agent will make such funds available to the Borrower that requested such Borrowing at the address and the account number specified by such Borrower in the related Notice of Competitive Bid Borrowing or, if no such address and account number are specified in the related Notice of Competitive Bid Borrowing, at the Agent's address referred to in Section 8.02. Promptly after (x) each Competitive Bid Borrowing, the Agent will notify each Lender of the amount of such Competitive Bid Borrowing, the corresponding Competitive Bid Reduction resulting therefrom and the dates upon which such Competitive Bid Reduction commenced and will terminate and (y) the prepayment of any Competitive Bid Borrowing by the applicable Borrower, the Agent will notify each Lender of the amount and date of each such prepayment and the amount, if any, of the corresponding Competitive Bid Reduction remaining after giving effect thereto.
(vi) If the Borrower that requested any applicable Competitive Bid Borrowing notifies the Agent or the Sub-Agent, as the case may be, that it accepts one or more of the offers made by any Lender or Lenders pursuant to Section 2.03(a)(iii)(B), such notice of acceptance shall be irrevocable and binding on such Borrower. Such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Competitive Bid Borrowing for such Competitive Bid Borrowing the applicable conditions set forth in Article III, 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 Lender to fund the Competitive Bid Advance to be made by such Lender as part of such Competitive Bid Borrowing when such Competitive Bid Advance, as a result of such failure, is not made on such date.
(b) Each Competitive Bid Borrowing shall be in an aggregate amount of not less than $10,000,000, in respect of Revolving Credit Advances denominated in Dollars, or (euro)10,000,000, in respect of Revolving Credit Advances denominated in Euros and, following the making of each Competitive Bid Borrowing, the Borrowers shall be in compliance with the limitation set forth in the proviso to the first sentence of Section 2.03(a).
(c) Within the limits and on the conditions set forth in this Section 2.03, any Borrower may from time to time borrow under Section 2.03(a), repay pursuant to Section 2.06(b) or prepay pursuant to Section 2.03(d), and reborrow under Section 2.03(a).
(d) The Borrower to which any particular Competitive Bid Borrowing is made shall have no right to prepay the principal amount of any Competitive Bid Advance (or any portion thereof) unless, and then only on the terms, specified by such Borrower for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to Section 2.03(a)(i) and, if applicable, set forth in the Competitive Bid Note evidencing such Competitive Bid Advance.
(e) The Borrower to which any particular Competitive Bid Borrowing is made shall pay interest on the unpaid principal amount of each Competitive Bid Advance from the date of such Competitive Bid Advance to the date the principal amount of such Competitive Bid Advance is repaid in full, at the rate of interest for and in the Optional Currency of such Competitive Bid Advance specified by the Lender making such Competitive Bid Advance in its notice with respect thereto delivered pursuant to Section 2.03(a)(ii), payable on the interest payment date or dates specified by such Borrower for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to Section 2.03(a)(i) and, if applicable, provided in the Competitive Bid Note evidencing such Competitive Bid Advance.
(f) Each Borrower agrees that upon notice by any Lender to such Borrower (with a copy of such notice to the Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) any Competitive Bid Advance owing to, or to be made by, such Lender as part of a Competitive Bid Borrowing, such Borrower shall promptly execute and deliver to such Lender a separate promissory note, in substantially the form of Exhibit I-2 hereto (each, a "Competitive Bid Note"), payable to the order of such Lender in a principal amount equal to the amount of indebtedness of such Borrower resulting from such Competitive Bid Advance.
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