Common use of Competitive Local Currency Loans Clause in Contracts

Competitive Local Currency Loans. (i) Subject to the terms and conditions set forth herein, upon the request of the Parent Borrower a Revolving Lender may, in its sole discretion, make a Loan (a “Competitive Local Currency Loan”) to a Foreign Borrowing Subsidiary in the form of a Eurocurrency Competitive Local Currency Loan or a Fixed Rate Loan; provided that (A) each Competitive Local Currency Loan shall be made pursuant to the procedures set forth in the following paragraphs of this Section and (B) the amount of any Competitive Local Currency Loan shall be funded in the applicable Local Currency in an amount equal to the Local Currency Equivalent of the amount of such Competitive Local Currency Loan expressed in Dollars as provided below, as determined by the Administrative Agent. (ii) In order to request Competitive Bids, the Parent Borrower shall hand deliver or transmit by facsimile to the Administrative Agent a duly completed Competitive Bid Request, to be received by the Administrative Agent (A) in the case of a Eurocurrency Competitive Local Currency Loan, not later than 10:00 a.m., New York City time, five Business Days before a proposed Competitive Local Currency Borrowing and (B) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, two Business Days before a proposed Competitive Local Currency Borrowing. A Competitive Bid Request that does not conform substantially to the format of Exhibit E may be rejected in the Administrative Agent’s sole discretion, and the Administrative Agent shall promptly notify the Parent Borrower of such rejection by facsimile. Each Competitive Bid Request shall refer to this Agreement and specify (A) the identity of the applicable Foreign Borrowing Subsidiary and whether the Borrowing then being requested is to be a Eurocurrency Competitive Local Currency Borrowing or a Fixed Rate Borrowing, (B) the requested currency of such Borrowing, which must be a Local Currency, (C) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be expressed in Dollars in an integral multiple of $100,000 and equal to or greater than $100,000, (D) the Interest Period with respect thereto (which shall be a period contemplated by the definition of the term “Interest Period” and may not end after the Revolving Maturity Date), (E) the maturity date of such Competitive Local Currency Borrowing, which shall be the last day of the Interest Period with respect to such Competitive Local Currency Borrowing and (F) the location and number of the applicable Borrower’s account to which funds are to be disbursed (which must comply with Section 2.06), and such Competitive Bid Request shall be signed on behalf of the Parent Borrower and the relevant Foreign Borrowing Subsidiary. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall deliver by facsimile to the Revolving Lenders a Notice of Competitive Bid Request inviting the Revolving Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Local Currency Loans. (iii) Each Competitive Bid by a Revolving Lender must be received by the Administrative Agent by facsimile (A) in the case of a Eurocurrency Competitive Local Currency Loan, not later than 9:30 a.m., New York City time, four Business Days before the proposed Competitive Local Currency Borrowing and (B) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, one Business Day before the proposed Competitive Local Currency Borrowing. A Lender may submit multiple bids to the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit C may be rejected by the Administrative Agent, and the Administrative Agent shall notify the Revolving Lender making such nonconforming bid of such rejection as promptly as practicable. Each Competitive Bid shall refer to this Agreement and specify (1) the principal amount (which shall be expressed in Dollars in a minimum principal amount of $100,000 and in an integral multiple of $100,000 and which may equal the entire principal amount of the Competitive Local Currency Borrowing requested) of the Competitive Local Currency Loan or Loans that the Revolving Lender is willing to make, (2) the Competitive Bid Rate or Rates at which the Revolving Lender is prepared to make the Competitive Local Currency Loan or Loans and (3) the Interest Period and the last day thereof. If the Administrative Agent shall not have received a Competitive Bid from any Lender by the time required above, such Lender shall be deemed to have elected not to make a Competitive Bid; provided that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Local Currency Loan as part of such Competitive Local Currency Borrowing. A Competitive Bid submitted by a Revolving Lender pursuant to this paragraph (iii) shall be irrevocable. (iv) The Administrative Agent shall notify the Parent Borrower, by facsimile, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount and the Interest Period (including the last day thereof) of each Competitive Local Currency Loan in respect of which a Competitive Bid was made and the identity of the Revolving Lender that made each bid by 12:00 noon (A) in the case of a Eurocurrency Competitive Local Currency Borrowing, four Business Days before the Competitive Local Currency Borrowing and (B) in the case of a Fixed Rate Borrowing, one Business Day before the proposed Competitive Local Currency Borrowing. The Administrative Agent shall send a copy of all Competitive Bids to the Parent Borrower for its records as promptly as practicable after completion of the bidding process set forth in this Section. (v) The Parent Borrower may in its sole discretion, subject only to the provisions of this paragraph (v), accept or reject any Competitive Bid referred to in paragraph (iv) above. The Parent Borrower shall notify the Administrative Agent by telephone, confirmed by facsimile (which shall be signed by the Parent Borrower and the relevant Foreign Borrowing Subsidiary) in a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the Competitive Bids referred to in paragraph (iv) above not more than one hour after it shall have been notified of all such Competitive Bids by the Administrative Agent pursuant to such paragraph (iv); provided that (A) the failure of the Parent Borrower to give such notice shall be deemed to be a rejection of all the Competitive Bids referred to in paragraph (iv) above, (B) the Parent Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if it has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (C) the aggregate amount of the Competitive Bids accepted by the Parent Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (D) if the Parent Borrower shall accept a Competitive Bid or Competitive Bids made at a particular Competitive Bid Rate but the amount of such Competitive Bid or Competitive Bids shall cause the total amount of Competitive Bids to be accepted to exceed the amount specified in the Competitive Bid Request, then the Parent Borrower shall accept a portion of such Competitive Bid or Competitive Bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid at such Competitive Bid Rate, and (E) except pursuant to clause (D) above, no Competitive Bid shall be accepted for a Competitive Local Currency Loan unless such Competitive Local Currency Loan is in a minimum principal amount the Dollar Equivalent of which is $100,000, and in an integral multiple of units of the relevant Local Currency the Dollar Equivalent of which is $100,000; provided further, that if a Competitive Local Currency Loan must be in an amount the Dollar Equivalent of which is less than $100,000 because of the provisions of clause (D) above, such Competitive Local Currency Loan may be for a minimum amount the Dollar Equivalent of which is $20,000 or any integral multiple thereof and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause(D) the amounts shall be rounded to integral multiples the Dollar Equivalent of which is $20,000 in a manner which shall be in the discretion of the Parent Borrower. A notice given by the Parent Borrower pursuant to this paragraph (v) shall be irrevocable. (vi) The Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at which Competitive Bid Rate) by facsimile, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Local Currency Loan in respect of which its Competitive Bid has been accepted. (vii) No Competitive Local Currency Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions applicable to Revolving Loans set forth in Section 4.02 would not be satisfied. (viii) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Revolving Lender, it shall submit such Competitive Bid directly to the Parent Borrower one quarter of an hour earlier than the latest time at which the other Revolving Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (iii) above. (ix) All notices required by this Section shall be given in accordance with Section 10.01.

Competitive Local Currency Loans. (i) Subject to the terms and conditions set forth herein, upon the request of the Parent Borrower Company a Revolving Lender may, in its sole discretion, make a Loan (a “"Competitive Local Currency Loan”") to a Foreign Borrowing Subsidiary Borrower in the form of a Eurocurrency Competitive Local Currency Loan or a Fixed Rate Loan; provided that (Ai) no Competitive Local Currency Loan shall be requested or made hereunder if after giving effect thereto any of the conditions applicable to Revolving Loans set forth in Section 4.02 would not be met, (ii) each Competitive Local Currency Loan shall be made pursuant to the procedures set forth in the following paragraphs of this Section and (Biii) the amount of any Competitive Local Currency Loan shall be funded in the applicable Local Currency in an amount equal to the Local Currency Equivalent of the amount of such Competitive Local Currency Loan expressed in Dollars as provided belowabove, as determined by the Administrative Agent. (ii) In order to request Competitive Bids, the Parent Borrower Company shall hand deliver or transmit by facsimile to the Administrative Agent a duly completed Competitive Bid Request, to be received by the Administrative Agent (A) in the case of a Eurocurrency Competitive Local Currency Loan, not later than 10:00 a.m., New York City time, five Business Days before a proposed Competitive Local Currency Borrowing and (B) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, two Business Days before a proposed Competitive Local Currency Borrowing. A Competitive Bid Request that does not conform substantially to the format of Exhibit E G may be rejected in the Administrative Agent’s 's sole discretion, and the Administrative Agent shall promptly notify the Parent Borrower Company of such rejection by facsimile. Each Competitive Bid Request shall refer to this Agreement and specify (A) the identity of the applicable Foreign Borrowing Subsidiary Borrower and whether the Borrowing then being requested is to be a Eurocurrency Competitive Local Currency Borrowing or a Fixed Rate Borrowing, (B) the requested currency of such Borrowing, which must be a Local Currency, (C) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be expressed in Dollars in an integral multiple of $100,000 and equal to or greater than $100,000, (D) the Interest Period with respect thereto (which shall be a period contemplated by the definition of the term “"Interest Period” " and may not end after the Revolving Maturity Date), (E) the maturity date of such Competitive Local Currency Borrowing, which shall be the last day of the Interest Period with respect to such Competitive Local Currency Borrowing and (F) the location and number of the applicable Borrower’s 's account to which funds are to be disbursed (which must comply with Section 2.06), and such Competitive Bid Request shall be signed on behalf of by the Parent Borrower and the relevant Foreign Borrowing SubsidiaryCompany. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall deliver by facsimile to the Revolving Lenders a Notice of Competitive Bid Request substantially in the form of Exhibit H inviting the Revolving Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Local Currency Loans. (iii) Each Competitive Bid by a Revolving Lender must be received by the Administrative Agent by facsimile (A) in the case of a Eurocurrency Competitive Local Currency Loan, not later than 9:30 a.m., New York City time, four Business Days before the proposed Competitive Local Currency Borrowing and (B) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, one Business Day before the proposed Competitive Local Currency Borrowing. A Lender may submit multiple bids to the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit C E may be rejected by the Administrative Agent, and the Administrative Agent shall notify the Revolving Lender making such nonconforming bid of such rejection as promptly as practicable. Each Competitive Bid shall refer to this Agreement and specify (1) the principal amount (which shall be expressed in Dollars in a minimum principal amount of $100,000 and in an integral multiple of $100,000 and which may equal the entire principal amount of the Competitive Local Currency Borrowing requested) of the Competitive Local Currency Loan or Loans that the Revolving Lender is willing to make, (2) the Competitive Bid Rate or Rates at which the Revolving Lender is prepared to make the Competitive Local Currency Loan or Loans and (3) the Interest Period and the last day thereof. If the Administrative Agent shall not have received a Competitive Bid from any Lender by the time required above, such Lender shall be deemed to have elected not to make a Competitive Bid; provided that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Local Currency Loan as part of such Competitive Local Currency Borrowing. A Competitive Bid submitted by a Revolving Lender pursuant to this paragraph (iii) shall be irrevocable. (iv) The Administrative Agent shall notify the Parent BorrowerCompany, by facsimile, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount and the Interest Period (including the last day thereof) of each Competitive Local Currency Loan in respect of which a Competitive Bid was made and the identity of the Revolving Lender that made each bid by 12:00 noon (A) in the case of a Eurocurrency Competitive Local Currency Borrowing, four Business Days before the Competitive Local Currency Borrowing and (B) in the case of a Fixed Rate Borrowing, one Business Day before the proposed Competitive Local Currency Borrowing. The Administrative Agent shall send a copy of all Competitive Bids to the Parent Borrower Company for its records as promptly as practicable after completion of the bidding process set forth in this Section. (v) The Parent Borrower Company may in its sole discretion, subject only to the provisions of this paragraph (v), accept or reject any Competitive Bid referred to in paragraph (iv) above. The Parent Borrower Company shall notify the Administrative Agent by telephone, confirmed by facsimile (which shall be signed by the Parent Borrower and the relevant Foreign Borrowing SubsidiaryCompany) in a Competitive Bid Accept/Reject LetterLetter substantially in the form of Exhibit F, whether and to what extent it has decided to accept or reject any of or all the Competitive Bids referred to in paragraph (iv) above not more than one hour after it shall have been notified of all such Competitive Bids by the Administrative Agent pursuant to such paragraph (iv); provided that (A) the failure of the Parent Borrower Company to give such notice shall be deemed to be a rejection of all the Competitive Bids referred to in paragraph (iv) above, (B) the Parent Borrower Company shall not accept a Competitive Bid made at a particular Competitive Bid Rate if it has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (C) the aggregate amount of the Competitive Bids accepted by the Parent Borrower Company shall not exceed the principal amount specified in the Competitive Bid Request, (D) if the Parent Borrower Company shall accept a Competitive Bid or Competitive Bids made at a particular Competitive Bid Rate but the amount of such Competitive Bid or Competitive Bids shall cause the total amount of Competitive Bids to be accepted to exceed the amount specified in the Competitive Bid Request, then the Parent Borrower Company shall accept a portion of such Competitive Bid or Competitive Bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid at such Competitive Bid Rate, and (E) except pursuant to clause (D) above, no Competitive Bid shall be accepted for a Competitive Local Currency Loan unless such Competitive Local Currency Loan is in a minimum principal amount the Dollar Equivalent of which is $100,000, and in an integral multiple of units of the relevant Local Currency the Dollar Equivalent of which is $100,000; provided further, that if a Competitive Local Currency Loan must be in an amount the Dollar Equivalent of which is less than $100,000 because of the provisions of clause (D) above, such Competitive Local Currency Loan may be for a minimum amount the Dollar Equivalent of which is $20,000 or any integral multiple thereof and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause(Dclause (D) the amounts shall be rounded to integral multiples the Dollar Equivalent of which is $20,000 in a manner which shall be in the discretion of the Parent BorrowerCompany. A notice given by the Parent Borrower Company pursuant to this paragraph (v) shall be irrevocable. (vi) The Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at which Competitive Bid Rate) by facsimile, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Local Currency Loan in respect of which its Competitive Bid has been accepted. (vii) No Competitive Local Currency Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions applicable to Revolving Loans set forth in Section 4.02 would not be satisfiedmet. (viii) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Revolving Lender, it shall submit such Competitive Bid directly to the Parent Borrower Company one quarter of an hour earlier than the latest time at which the other Revolving Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (iii) above. (ix) All notices required by this Section shall be given in accordance with Section 10.01.

Competitive Local Currency Loans. (i) Subject to the terms and conditions set forth herein, upon the request of the Parent Borrower Company a Revolving Lender may, in its sole discretion, make a Loan (a “Competitive Local Currency Loan”) to a Foreign Borrowing Subsidiary Borrower in the form of a Eurocurrency Competitive Local Currency Loan or a Fixed Rate Loan; provided that (Ai) no Competitive Local Currency Loan shall be requested or made hereunder if after giving effect thereto any of the conditions applicable to Revolving Loans set forth in Section 4.02 would not be met, (ii) each Competitive Local Currency Loan shall be made pursuant to the procedures set forth in the following paragraphs of this Section and (Biii) the amount of any Competitive Local Currency Loan shall be funded in the applicable Local Currency in an amount equal to the Local Currency Equivalent of the amount of such Competitive Local Currency Loan expressed in Dollars as provided belowabove, as determined by the Administrative Agent. (ii) In order to request Competitive Bids, the Parent Borrower Company shall hand deliver or transmit by facsimile to the Administrative Agent a duly completed Competitive Bid Request, to be received by the Administrative Agent (A) in the case of a Eurocurrency Competitive Local Currency Loan, not later than 10:00 a.m., New York City time, five Business Days before a proposed Competitive Local Currency Borrowing and (B) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, two Business Days before a proposed Competitive Local Currency Borrowing. A Competitive Bid Request that does not conform substantially to the format of Exhibit E G may be rejected in the Administrative Agent’s sole discretion, and the Administrative Agent shall promptly notify the Parent Borrower Company of such rejection by facsimile. Each Competitive Bid Request shall refer to this Agreement and specify (A) the identity of the applicable Foreign Borrowing Subsidiary Borrower and whether the Borrowing then being requested is to be a Eurocurrency Competitive Local Currency Borrowing or a Fixed Rate Borrowing, (B) the requested currency of such Borrowing, which must be a Local Currency, (C) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be expressed in Dollars in an integral multiple of $100,000 and equal to or greater than $100,000, (D) the Interest Period with respect thereto (which shall be a period contemplated by the definition of the term “Interest Period” and may not end after the Revolving Maturity Date), (E) the maturity date of such Competitive Local Currency Borrowing, which shall be the last day of the Interest Period with respect to such Competitive Local Currency Borrowing and (F) the location and number of the applicable Borrower’s account to which funds are to be disbursed (which must comply with Section 2.06), and such Competitive Bid Request shall be signed on behalf of by the Parent Borrower and the relevant Foreign Borrowing SubsidiaryCompany. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall deliver by facsimile to the Revolving Lenders a Notice of Competitive Bid Request substantially in the form of Exhibit H inviting the Revolving Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Local Currency Loans. (iii) Each Competitive Bid by a Revolving Lender must be received by the Administrative Agent by facsimile (A) in the case of a Eurocurrency Competitive Local Currency Loan, not later than 9:30 a.m., New York City time, four Business Days before the proposed Competitive Local Currency Borrowing and (B) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, one Business Day before the proposed Competitive Local Currency Borrowing. A Lender may submit multiple bids to the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit C E may be rejected by the Administrative Agent, and the Administrative Agent shall notify the Revolving Lender making such nonconforming bid of such rejection as promptly as practicable. Each Competitive Bid shall refer to this Agreement and specify (1) the principal amount (which shall be expressed in Dollars in a minimum principal amount of $100,000 and in an integral multiple of $100,000 and which may equal the entire principal amount of the Competitive Local Currency Borrowing requested) of the Competitive Local Currency Loan or Loans that the Revolving Lender is willing to make, (2) the Competitive Bid Rate or Rates at which the Revolving Lender is prepared to make the Competitive Local Currency Loan or Loans and (3) the Interest Period and the last day thereof. If the Administrative Agent shall not have received a Competitive Bid from any Lender by the time required above, such Lender shall be deemed to have elected not to make a Competitive Bid; provided that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Local Currency Loan as part of such Competitive Local Currency Borrowing. A Competitive Bid submitted by a Revolving Lender pursuant to this paragraph (iii) shall be irrevocable. (iv) The Administrative Agent shall notify the Parent BorrowerCompany, by facsimile, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount and the Interest Period (including the last day thereof) of each Competitive Local Currency Loan in respect of which a Competitive Bid was made and the identity of the Revolving Lender that made each bid by 12:00 noon (A) in the case of a Eurocurrency Competitive Local Currency Borrowing, four Business Days before the Competitive Local Currency Borrowing and (B) in the case of a Fixed Rate Borrowing, one Business Day before the proposed Competitive Local Currency Borrowing. The Administrative Agent shall send a copy of all Competitive Bids to the Parent Borrower Company for its records as promptly as practicable after completion of the bidding process set forth in this Section. (v) The Parent Borrower Company may in its sole discretion, subject only to the provisions of this paragraph (v), accept or reject any Competitive Bid referred to in paragraph (iv) above. The Parent Borrower Company shall notify the Administrative Agent by telephone, confirmed by facsimile (which shall be signed by the Parent Borrower and the relevant Foreign Borrowing SubsidiaryCompany) in a Competitive Bid Accept/Reject LetterLetter substantially in the form of Exhibit F, whether and to what extent it has decided to accept or reject any of or all the Competitive Bids referred to in paragraph (iv) above not more than one hour after it shall have been notified of all such Competitive Bids by the Administrative Agent pursuant to such paragraph (iv); provided that (A) the failure of the Parent Borrower Company to give such notice shall be deemed to be a rejection of all the Competitive Bids referred to in paragraph (iv) above, (B) the Parent Borrower Company shall not accept a Competitive Bid made at a particular Competitive Bid Rate if it has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (C) the aggregate amount of the Competitive Bids accepted by the Parent Borrower Company shall not exceed the principal amount specified in the Competitive Bid Request, (D) if the Parent Borrower Company shall accept a Competitive Bid or Competitive Bids made at a particular Competitive Bid Rate but the amount of such Competitive Bid or Competitive Bids shall cause the total amount of Competitive Bids to be accepted to exceed the amount specified in the Competitive Bid Request, then the Parent Borrower Company shall accept a portion of such Competitive Bid or Competitive Bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid at such Competitive Bid Rate, and (E) except pursuant to clause (D) above, no Competitive Bid shall be accepted for a Competitive Local Currency Loan unless such Competitive Local Currency Loan is in a minimum principal amount the Dollar Equivalent of which is $100,000, and in an integral multiple of units of the relevant Local Currency the Dollar Equivalent of which is $100,000; provided further, that if a Competitive Local Currency Loan must be in an amount the Dollar Equivalent of which is less than $100,000 because of the provisions of clause (D) above, such Competitive Local Currency Loan may be for a minimum amount the Dollar Equivalent of which is $20,000 or any integral multiple thereof and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause(Dclause (D) the amounts shall be rounded to integral multiples the Dollar Equivalent of which is $20,000 in a manner which shall be in the discretion of the Parent BorrowerCompany. A notice given by the Parent Borrower Company pursuant to this paragraph (v) shall be irrevocable. (vi) The Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at which Competitive Bid Rate) by facsimile, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Local Currency Loan in respect of which its Competitive Bid has been accepted. (vii) No Competitive Local Currency Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions applicable to Revolving Loans set forth in Section 4.02 would not be satisfiedmet. (viii) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Revolving Lender, it shall submit such Competitive Bid directly to the Parent Borrower Company one quarter of an hour earlier than the latest time at which the other Revolving Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (iii) above. (ix) All notices required by this Section shall be given in accordance with Section 10.01.

Competitive Local Currency Loans. (i) Subject to the terms and conditions set forth herein, upon the request of the Parent Borrower Borrower, a Revolving Lender may, in its sole discretion, make a Loan (a “"Competitive Local Currency Loan”") to a Foreign Borrowing Subsidiary in the form of a Eurocurrency Competitive Local Currency Loan or a Fixed Rate Competitive Local Currency Loan; provided that (A) no Competitive Local Currency Loan shall be requested or made hereunder if after giving effect thereto any of the conditions applicable to Revolving Loans set forth in Article IV not be met, (B) each Competitive Local Currency Loan shall be made pursuant to the procedures set forth in the following paragraphs of this Section 2.06(c) and (BC) the amount of any Competitive Local Currency Loan shall be funded in the applicable Local Currency in an amount equal to the Local Currency Equivalent of the amount of such Competitive Local Currency Loan expressed in Dollars as provided below, as determined by the Administrative AgentCurrency. (ii) In order to request Competitive Bids, the Parent Borrower shall deliver by hand deliver or transmit by facsimile to the Administrative Agent a duly completed Competitive Bid RequestRequest appropriately completed and signed by a Responsible Officer, to be received by the Administrative Agent not later than 12:00 noon four Business Days (A) or, solely in the case of a Eurocurrency Competitive Local Currency Loan, not later than 10:00 a.m., New York City timeBorrowings denominated in Japanese Yen, five Business Days before a proposed Competitive Local Currency Borrowing and (BDays) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, two Business Days before a proposed Competitive Local Currency Borrowing. A Competitive Bid Request that does not conform substantially to the format of Exhibit E J may be rejected in the Administrative Agent’s 's sole discretion, and the Administrative Agent shall promptly notify the Parent Borrower of such rejection by facsimile. Each Competitive Bid Request shall refer to this Agreement and specify (A1) the identity of the applicable Foreign Borrowing Subsidiary and whether the Borrowing then being requested is to be a Eurocurrency Competitive Local Currency Borrowing or a Fixed Rate Borrowing, (B2) the requested currency of such Borrowing, which must be a Local Currency, (C3) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof, which shall be expressed in Dollars the applicable Local Currency in an integral multiple amount not less than the Local Currency Equivalent of $100,000 and equal to or greater than a whole multiple of $100,000, (D4) the Interest Period with respect thereto (which shall be a period contemplated by the definition of the term “"Interest Period” " and may not end after the Revolving Loan Maturity Date), (E5) the maturity date of such Competitive Local Currency Borrowing, which shall be the last day of the Interest Period with respect to such Competitive Local Currency Borrowing and (F6) the location and number of the applicable Borrower’s 's account to which funds are to be disbursed (which must comply with Section 2.062.02), and such Competitive Bid Request shall be signed on behalf of by the Parent Borrower and the relevant Foreign Borrowing SubsidiaryBorrower. Promptly after its receipt of a conforming Competitive Bid Request that is not rejected as aforesaidRequest, the Administrative Agent shall deliver by facsimile to the Revolving Lenders a Notice of Competitive Bid Request substantially in the form of Exhibit K inviting the Revolving Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Local Currency Loans. (iii) Each Competitive Bid by a Revolving Lender must be received by the Administrative Agent by facsimile not later than 12:00 noon three Business Days (A) or, solely in the case of a Eurocurrency Competitive Local Currency Loan, not later than 9:30 a.m., New York City timeBorrowings denominated in Japanese Yen, four Business Days before the proposed Competitive Local Currency Borrowing and (BDays) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, one Business Day before the proposed Competitive Local Currency Borrowing. A Revolving Lender may submit multiple bids to the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit C H may be rejected by the Administrative Agent, and the Administrative Agent shall notify the Revolving Lender making such nonconforming bid of such rejection as promptly as practicable. Each Competitive Bid shall refer to this Agreement and specify (1) the principal amount (which shall be expressed in Dollars the applicable Local Currency in a minimum principal amount the Dollar Equivalent of which is $100,000 and in an integral or a whole multiple of units of the relevant Local Currency the Dollar Equivalent of which is $100,000 and which may equal the entire principal amount of the Competitive Local Currency Borrowing requested) of the Competitive Local Currency Loan or Loans that the Revolving Lender is willing to make, (2) the Competitive Bid Rate Applicable Eurocurrency Margin or Rates fixed rate of interest at which the Revolving Lender is prepared to make the Competitive Local Currency Loan or Loans and (3) the Interest Period and the last day thereof. If the Administrative Agent shall not have received a Competitive Bid from any Revolving Lender by the time required above, such Revolving Lender shall be deemed to have elected not to make a Competitive Bid; provided that failure by any Revolving Lender to give such notice shall not cause such Revolving Lender to be obligated to make any Competitive Local Currency Loan as part of such Competitive Local Currency Borrowing. A Competitive Bid submitted by a Revolving Lender pursuant to this paragraph (iii) shall be irrevocable. (iv) The Administrative Agent shall notify the Parent Borrower, by facsimile, of all the Competitive Bids made, the Applicable Eurocurrency Margin or fixed rate of interest for each Competitive Bid Rate and Bid, the principal amount and the Interest Period (including the last day thereof) of each Competitive Local Currency Loan in respect of which a Competitive Bid was made and the identity of the Revolving Lender that made each bid Competitive Bid, by 12:00 noon not later than 3:30 p.m. three Business Days (A) or, solely in the case of a Eurocurrency Competitive Local Currency BorrowingBorrowings denominated in Japanese Yen, four Business Days Days) before the Competitive Local Currency Borrowing and (B) in the case of a Fixed Rate Borrowing, one Business Day before the proposed Competitive Local Currency Borrowing. The Administrative Agent shall send a copy of all Competitive Bids to the Parent Borrower for its records as promptly as practicable after completion of the bidding process set forth in this SectionSection 2.06(c). (v) The Parent Borrower may in its sole discretion, subject only to the provisions of this paragraph (v), accept or reject any Competitive Bid referred to in paragraph (iv) above. The Parent Borrower shall notify the Administrative Agent by telephone, confirmed by facsimile (which shall be signed by the Parent Borrower and the relevant Foreign Borrowing SubsidiaryBorrower) in a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all of the Competitive Bids referred to in paragraph (iv) above not more than one hour after it shall have been notified of all such Competitive Bids by the Administrative Agent pursuant to such paragraph (iv); provided that (A) the failure of the Parent Borrower to give such notice shall be deemed to be a rejection of all the Competitive Bids referred to in paragraph (iv) above, (B) the Parent Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if it has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (C) the aggregate amount of the Competitive Bids accepted by the Parent Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (D) if the Parent Borrower shall accept a Competitive Bid or Competitive Bids made at a particular Competitive Bid Rate but the amount of such Competitive Bid or Competitive Bids shall cause the total amount of Competitive Bids to be accepted to exceed the amount specified in the Competitive Bid Request, then the Parent Borrower shall accept a portion of such Competitive Bid or Competitive Bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid at such Competitive Bid Rate, and (E) except pursuant to clause (D) above, no Competitive Bid shall be accepted for a Competitive Local Currency Loan unless such Competitive Local Currency Loan is in a minimum principal amount the Dollar Equivalent of which is $100,000, and in an integral multiple of units of the relevant Local Currency the Dollar Equivalent of which is $100,000; provided further, that if a Competitive Local Currency Loan must be in an amount the Dollar Equivalent of which is less than $100,000 because of the provisions of clause (D) above, such Competitive Local Currency Loan may be for a minimum amount the Dollar Equivalent of which is $20,000 or any integral multiple thereof and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause(D) the amounts shall be rounded to integral multiples the Dollar Equivalent of which is $20,000 in a manner which shall be in the discretion of the Parent Borrower. A notice given by the Parent Borrower pursuant to this paragraph (v) shall be irrevocable. (vi) The Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at which Competitive Bid Rate) by facsimile, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Local Currency Loan in respect of which its Competitive Bid has been accepted. (vii) No Competitive Local Currency Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions applicable to Revolving Loans set forth in Section 4.02 would not be satisfied. (viii) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Revolving Lender, it shall submit such Competitive Bid directly to the Parent Borrower one quarter of an hour earlier than the latest time at which the other Revolving Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (iii) above. (ix) All notices required by this Section shall be given in accordance with Section 10.01.at