Common use of Procedure for Competitive Bid Borrowings Clause in Contracts

Procedure for Competitive Bid Borrowings. The Borrower may request a Competitive Bid Borrowing under this Section 2.4 during the Revolving Credit Period by giving to the Administrative Agent, not later than 12:00 P.M. at least three Business Days prior to the date of the proposed Competitive Bid Borrowing, a Competitive Bid Borrowing Request in the form of Exhibit C, specifying (i) the proposed date of the Competitive Bid Borrowing, (ii) the aggregate amount of the proposed Competitive Bid Borrowing (which amount shall not be less than $5,000,000 or such amount plus a whole multiple of $100,000 in excess thereof), (iii) the proposed Interest Period for the Competitive Bid Advances to be made as part of such Competitive Bid Borrowing (which Interest Period shall end not later than 5 days prior to the Revolving Credit Termination Date, and shall otherwise comply with the applicable provisions of the definition of "Interest Period"), and (iv) such other terms to be applicable to such Competitive Bid Borrowing as the Borrower may specify. The Administrative Agent shall promptly notify (by telephone or otherwise, to be promptly confirmed by telecopy or other writing) each Lender of each Competitive Bid Borrowing Request received by it and the terms contained in such Competitive Bid Borrowing Request. Such notice shall not be delivered separately to any Designated Lender, but shall be deemed delivered to a Designated Lender when delivered to the Designating Lender responsible for having appointed such Designated Lender as its Designated Lender.

Procedure for Competitive Bid Borrowings. The Borrower may (a) When Company wishes to request Lenders to submit offers to make Competitive Bid Loans hereunder, it shall transmit to Administrative Agent by telephone call followed promptly by facsimile transmission a Competitive Bid Borrowing under this Section 2.4 during the Revolving Credit Period by giving Request so as to the Administrative Agent, not be received no later than 12:00 P.M. at least three 10:00 a.m. (New York time) (x) four Business Days prior to before the date of a proposed Competitive Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days before the date of a proposed Competitive Bid Borrowing in the case of an Absolute Rate Auction, specifying: (1) the date of such Competitive Bid Borrowing, which shall be a Competitive Bid Borrowing Request in the form of Exhibit C, specifying Business Day; (i) the proposed date of the Competitive Bid Borrowing, (ii2) the aggregate amount of the proposed such Competitive Bid Borrowing (Borrowing, which shall be a minimum amount shall not be less than of $5,000,000 or such amount plus a whole multiple in multiples of $100,000 1,000,000 in excess thereof), ; (iii3) whether the Competitive Bids requested are to be for LIBOR Competitive Bid Loans or Absolute Rate Competitive Bid Loans or both; and (4) the proposed duration of the Interest Period for the Competitive Bid Advances to be made as part of such Competitive Bid Borrowing (which Interest Period shall end not later than 5 days prior applicable thereto, subject to the Revolving Credit Termination Date, and shall otherwise comply with the applicable provisions of the definition of "Interest Period" herein. Subject to Section 2.06(c), Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five Business Days. (b) Upon receipt of a Competitive Bid Request, Administrative Agent will promptly send to each Lender by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by Company to each Lender to submit Competitive Bids offering to make the Competitive Bid Loans to which such Competitive Bid Request relates in accordance with this Section. (1) Each Lender may at its discretion submit a Competitive Bid containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this Subsection and must be submitted to Administrative Agent by facsimile transmission at Administrative Agent's office for notices set forth on the signature pages hereto not later than (x) 10:00 a.m. (New York time) two Business Days before the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 10:00 a.m. (New York time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; but Competitive Bids submitted by Administrative Agent (or any Affiliate of Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if Administrative Agent or such Affiliate notifies Administrative Agent of the terms of the offer or offers contained therein not later than (A) 9:45 a.m. (New York time) two Business Days before the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 9:45 a.m. (New York time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (2) Each Competitive Bid shall be in substantially the form of Exhibit F, specifying therein: (A) the proposed date of Borrowing; (B) the principal amount of each Competitive Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Lender, (y) must be $5,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Competitive Bid Loans for which Competitive Bids were requested; (C) in case Company elects a LIBOR Auction, the margin above or below LIBOR (the "LIBOR Competitive Bid Margin") offered for each such Competitive Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBOR and the Interest Period applicable thereto; (D) in case Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Competitive Bid Loan; and (E) the identity of the quoting Lender. A Competitive Bid may contain up to three separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Competitive Bids. (3) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit F or does not specify all of the information required by Section 2.06(c)(2). (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the applicable time set forth in Section 2.06(c)(1). (d) Promptly on receipt and not later than 10:30 a.m. (New York time) two Business Days before the proposed date of Borrowing in the case of a LIBOR Auction, or 10:30 a.m. (New York time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction, Administrative Agent will notify Company of the terms (1) of any Competitive Bid submitted by a Lender that is in accordance with Section 2.06(c), and (iv2) such other terms to be applicable to such of any Competitive Bid Borrowing that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Lender with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by Administrative Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in Section 2.06(c). Administrative Agent's notice to Company shall specify (1) the aggregate principal amount of Competitive Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Request and (2) the respective principal amounts and LIBOR Competitive Bid Margins or Absolute Rates, as the Borrower case may specifybe, so offered. The Subject only to the provisions of Sections 3.02, 3.05 and 4.02 and the provisions of this Section, any Competitive Bid shall be irrevocable except with the written consent of Administrative Agent given on the written instructions of Company. (e) Not later than 11:00 a.m. (New York time) two Business Days before the proposed date of Borrowing, in the case of a LIBOR Auction, or 11:00 a.m. (New York time) on -21- the proposed date of Borrowing, in the case of an Absolute Rate Auction, Company shall promptly notify Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to Section 2.06(d). Company shall be under no obligation to accept any offer and may choose to reject all offers. In the case of acceptance, such notice shall specify the aggregate principal amount of offers for each Interest Period that is accepted. Company may accept any Competitive Bid in whole or in part; but: (by telephone or otherwise, to be promptly confirmed by telecopy or other writing1) each Lender the aggregate principal amount of each Competitive Bid Borrowing Request received may not exceed the applicable amount set forth in the related Competitive Bid Request; (2) the principal amount of each Competitive Bid Borrowing must be $5,000,000 or in any multiple of $1,000,000 in excess thereof; (3) acceptance of offers may only be made on the basis of ascending LIBOR Competitive Bid Margins or Absolute Rates within each Interest Period, as the case may be; and (4) Company may not accept any offer that is described in Section 2.06(c)(3) or that otherwise fails to comply with the requirements of this Agreement. (f) If offers are made by two or more Lenders with the same LIBOR Competitive Bid Margins or Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Competitive Bid Loans in respect of which such offers are accepted shall be allocated by Administrative Agent among such Lenders as nearly as possible (in such multiples, not less than $1,000,000, as Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determination by Administrative Agent of the amounts of Competitive Bid Loans shall be conclusive in the absence of manifest error. (g) Administrative Agent will promptly notify each Lender having submitted a Competitive Bid if its offer has been accepted and, if its offer has been accepted, of the amount of the Competitive Bid Loan or Competitive Bid Loans to be made by it and on the terms contained in date of the Competitive Bid Borrowing. (1) Each Lender which has received notice pursuant to Section 2.06(g) that its Competitive Bid has been accepted, shall make the amounts of such Competitive Bid Loans available to Administrative Agent for the account of Company at Administrative Agent's Payment Office, by 2:00 p.m. (New York time) in the case of Absolute Rate Competitive Bid Loans, and by 2:00 p.m. (New York time) in the case of LIBOR Competitive Bid Loans, on such date of Competitive Bid Borrowing, in funds immediately available to Administrative Agent for the account of Company at Administrative Agent's Payment Office. (2) Promptly following each Competitive Bid Borrowing, Administrative Agent shall notify each Lender of the ranges of bids submitted and the highest and lowest bids accepted for each Interest Period requested by Company and the aggregate amount borrowed pursuant to such Competitive Bid Borrowing. (3) From time to time, Company and Lenders shall furnish such information to Administrative Agent as it may request relating to the making of Competitive Bid Loans, including the amounts, interest rates, dates of borrowings and maturities thereof, for purposes of the allocation of amounts received from Company for payment of all amounts owing hereunder. (h) If, by the proposed date of Borrowing, the Commitments have not been terminated and if, on such proposed date of Borrowing Requestall applicable conditions to funding referenced in Sections 3.02, 3.05 and 4.02 are satisfied, Lenders whose offers Company has accepted will fund each Competitive Bid Loan so accepted. Such notice shall not be delivered separately to any Designated Lender, but Nothing in this Section shall be deemed delivered construed as a right of first offer in favor of Lenders or to otherwise limit the ability of Company to request and accept credit facilities from any Person (including any of Lenders), if no Default or Event of Default would otherwise arise or exist as a Designated Lender when delivered to the Designating Lender responsible for having appointed result of Company executing, delivering or performing under such Designated Lender as its Designated Lendercredit facilities.

Procedure for Competitive Bid Borrowings. The Borrower may (a) When Company wishes to request Lenders to submit offers to make Competitive Bid Loans hereunder, it shall transmit to Administrative Agent by telephone call followed promptly by facsimile transmission a Competitive Bid Borrowing under this Section 2.4 during the Revolving Credit Period by giving Request so as to the Administrative Agent, not be received no later than 12:00 P.M. at least three 10:00 a.m. (New York time) (x) four Business Days prior to before the date of a proposed Competitive Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days before the date of a proposed Competitive Bid Borrowing in the case of an Absolute Rate Auction, specifying: (1) the date of such Competitive Bid Borrowing, which shall be a Competitive Bid Borrowing Request in the form of Exhibit C, specifying Business Day; (i) the proposed date of the Competitive Bid Borrowing, (ii2) the aggregate amount of the proposed such Competitive Bid Borrowing (Borrowing, which shall be a minimum amount shall not be less than of $5,000,000 or such amount plus a whole multiple in multiples of $100,000 1,000,000 in excess thereof), ; (iii3) whether the Competitive Bids requested are to be for LIBOR Competitive Bid Loans or Absolute Rate Competitive Bid Loans or both; and (4) the proposed duration of the Interest Period for the Competitive Bid Advances to be made as part of such Competitive Bid Borrowing (which Interest Period shall end not later than 5 days prior applicable thereto, subject to the Revolving Credit Termination Date, and shall otherwise comply with the applicable provisions of the definition of "Interest Period" herein. Subject to Section 2.06(c), Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five Business Days. (b) Upon receipt of a Competitive Bid Request, Administrative Agent will promptly send to each Lender by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by Company to each Lender to submit Competitive Bids offering to make the Competitive Bid Loans to which such Competitive Bid Request relates in accordance with this Section. (1) Each Lender may at its discretion submit a Competitive Bid containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this Subsection and must be submitted to Administrative Agent by facsimile transmission at Administrative Agent's office for notices set forth on the signature pages hereto not later than (x) 10:00 a.m. (New York time) two Business Days before the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 10:00 a.m. (New York time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; but Competitive Bids submitted by Administrative Agent (or any Affiliate of Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if Administrative Agent or such Affiliate notifies Administrative Agent of the terms of the offer or offers contained therein not later than (A) 9:45 a.m. (New York time) two Business Days before the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 9:45 a.m. (New York time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (2) Each Competitive Bid shall be in substantially the form of Exhibit F, specifying therein: (A) the proposed date of Borrowing; (B) the principal amount of each Competitive Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Lender, (y) must be $5,000,000 or in multiples of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Competitive Bid Loans for which Competitive Bids were requested; (C) in case Company elects a LIBOR Auction, the margin above or below LIBOR (the "LIBOR Competitive Bid Margin") offered for each such Competitive Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBOR and the Interest Period applicable thereto; (D) in case Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Competitive Bid Loan; and (E) the identity of the quoting Lender. A Competitive Bid may contain up to three separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Competitive Bids. (3) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit F or does not specify all of the information required by Section 2.06(c)(2). (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the applicable time set forth in Section 2.06(c)(1). (d) Promptly on receipt and not later than 10:30 a.m. (New York time) two Business Days before the proposed date of Borrowing in the case of a LIBOR Auction, or 10:30 a.m. (New York time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction, Administrative Agent will notify Company of the terms (1) of any Competitive Bid submitted by a Lender that is in accordance with Section 2.06(c), and (iv2) such other terms to be applicable to such of any Competitive Bid Borrowing that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Lender with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by Administrative Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in Section 2.06(c). Administrative Agent's notice to Company shall specify (1) the aggregate principal amount of Competitive Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Request and (2) the respective principal amounts and LIBOR Competitive Bid Margins or Absolute Rates, as the Borrower case may specifybe, so offered. The Subject only to the provisions of Sections 3.02, 3.05 and 4.02 and the provisions of this Section, any Competitive Bid shall be irrevocable except with the written consent of Administrative Agent given on the written instructions of Company. (e) Not later than 11:00 a.m. (New York time) two Business Days before the proposed date of Borrowing, in the case of a LIBOR Auction, or 11:00 a.m. (New York time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction, Company shall promptly notify Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to Section 2.06(d). Company shall be under no obligation to accept any offer and may choose to reject all offers. In the case of acceptance, such notice shall specify the aggregate principal amount of offers for each Interest Period that is accepted. Company may accept any Competitive Bid in whole or in part; but: (by telephone or otherwise, to be promptly confirmed by telecopy or other writing1) each Lender the aggregate principal amount of each Competitive Bid Borrowing Request received may not exceed the applicable amount set forth in the related Competitive Bid Request; (2) the principal amount of each Competitive Bid Borrowing must be $5,000,000 or in any multiple of $1,000,000 in excess thereof; (3) acceptance of offers may only be made on the basis of ascending LIBOR Competitive Bid Margins or Absolute Rates within each Interest Period, as the case may be; and (4) Company may not accept any offer that is described in Section 2.06(c)(3) or that otherwise fails to comply with the requirements of this Agreement. (f) If offers are made by two or more Lenders with the same LIBOR Competitive Bid Margins or Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Competitive Bid Loans in respect of which such offers are accepted shall be allocated by Administrative Agent among such Lenders as nearly as possible (in such multiples, not less than $1,000,000, as Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determination by Administrative Agent of the amounts of Competitive Bid Loans shall be conclusive in the absence of manifest error. (g) Administrative Agent will promptly notify each Lender having submitted a Competitive Bid if its offer has been accepted and, if its offer has been accepted, of the amount of the Competitive Bid Loan or Competitive Bid Loans to be made by it and on the terms contained in date of the Competitive Bid Borrowing. (1) Each Lender which has received notice pursuant to Section 2.06(g) that its Competitive Bid has been accepted, shall make the amounts of such Competitive Bid Loans available to Administrative Agent for the account of Company at Administrative Agent's Payment Office, by 2:00 p.m. (New York time) in the case of Absolute Rate Competitive Bid Loans, and by 2:00 p.m. (New York time) in the case of LIBOR Competitive Bid Loans, on such date of Competitive Bid Borrowing, in funds immediately available to Administrative Agent for the account of Company at Administrative Agent's Payment Office. (2) Promptly following each Competitive Bid Borrowing, Administrative Agent shall notify each Lender of the ranges of bids submitted and the highest and lowest bids accepted for each Interest Period requested by Company and the aggregate amount borrowed pursuant to such Competitive Bid Borrowing. (3) From time to time, Company and Lenders shall furnish such information to Administrative Agent as it may request relating to the making of Competitive Bid Loans, including the amounts, interest rates, dates of borrowings and maturities thereof, for purposes of the allocation of amounts received from Company for payment of all amounts owing hereunder. (h) If, by the proposed date of Borrowing, the Commitments have not been terminated and if, on such proposed date of Borrowing Requestall applicable conditions to funding referenced in Sections 3.02, 3.05 and 4.02 are satisfied, Lenders whose offers Company has accepted will fund each Competitive Bid Loan so accepted. Such notice shall not be delivered separately to any Designated Lender, but Nothing in this Section shall be deemed delivered construed as a right of first offer in favor of Lenders or to otherwise limit the ability of Company to request and accept credit facilities from any Person (including any of Lenders), if no Default or Event of Default would otherwise arise or exist as a Designated Lender when delivered to the Designating Lender responsible for having appointed result of Company executing, delivering or performing under such Designated Lender as its Designated Lendercredit facilities.

Procedure for Competitive Bid Borrowings. The Borrower may (a) When Company wishes to request Lenders to submit offers to make Competitive Bid Loans hereunder, it shall transmit to Administrative Agent by telephone call followed promptly by facsimile transmission a Competitive Bid Borrowing under this Section 2.4 during the Revolving Credit Period by giving Request so as to the Administrative Agent, not be received no later than 12:00 P.M. at least three 10:00 a.m. (New York time) (x) four Business Days prior to before the date of a proposed Competitive Bid Borrowing in the case of a LIBOR Auction, or (y) two Business Days before the date of a proposed Competitive Bid Borrowing in the case of an Absolute Rate Auction, specifying: (1) the date of such Competitive Bid Borrowing, which shall be a Competitive Bid Borrowing Request in the form of Exhibit C, specifying Business Day; (i) the proposed date of the Competitive Bid Borrowing, (ii2) the aggregate amount of the proposed such Competitive Bid Borrowing (Borrowing, which shall be a minimum amount shall not be less than $5,000,000 or such amount plus a whole multiple of $100,000 2,500,000 or in multiples of $500,000 in excess thereof), ; (iii3) whether the Competitive Bids requested are to be for LIBOR Competitive Bid Loans or Absolute Rate Competitive Bid Loans or both; and (4) the proposed duration of the Interest Period for the Competitive Bid Advances to be made as part of such Competitive Bid Borrowing (which Interest Period shall end not later than 5 days prior applicable thereto, subject to the Revolving Credit Termination Date, and shall otherwise comply with the applicable provisions of the definition of "Interest Period" herein. Subject to Section 2.06(c), Company may not request Competitive Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once in any period of five Business Days. (b) Upon receipt of a Competitive Bid Request, Administrative Agent will promptly send to each Lender by facsimile transmission an Invitation for Competitive Bids, which shall constitute an invitation by Company to each Lender to submit Competitive Bids offering to make the Competitive Bid Loans to which such Competitive Bid Request relates in accordance with this Section. (1) Each Lender may at its discretion submit a Competitive Bid containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bids. Each Competitive Bid must comply with the requirements of this Subsection and must be submitted to Administrative Agent by facsimile transmission at Administrative Agent's office for notices set forth on the signature pages hereto not later than (x) 10:00 a.m. (New York time) two Business Days before the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 10:00 a.m. (New York time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction; but Competitive Bids submitted by Administrative Agent (or any Affiliate of Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if Administrative Agent or such Affiliate notifies Administrative Agent of the terms of the offer or offers contained therein not later than (A) 9:45 a.m. (New York time) two Business Days before the proposed date of Borrowing, in the case of a LIBOR Auction or (B) 9:45 a.m. (New York time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (2) Each Competitive Bid shall be in substantially the form of Exhibit F, specifying therein: (A) the proposed date of Borrowing; (B) the principal amount of each Competitive Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Lender, (y) must be $2,500,000 or in multiples of $500,000 in excess thereof, and (z) may not exceed the principal amount of Competitive Bid Loans for which Competitive Bids were requested; (C) in case Company elects a LIBOR Auction, the margin above or below LIBOR (the "LIBOR Competitive Bid Margin") offered for each such Competitive Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBOR and the Interest Period applicable thereto; (D) in case Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "Absolute Rate") offered for each such Competitive Bid Loan; and (E) the identity of the quoting Lender. A Competitive Bid may contain up to three separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Competitive Bids. (3) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with Exhibit F or does not specify all of the information required by Section 2.06(c)(2). (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or (D) arrives after the applicable time set forth in Section 2.06(c)(1). (d) Promptly on receipt and not later than 10:30 a.m. (New York time) two Business Days before the proposed date of Borrowing in the case of a LIBOR Auction, or 10:30 a.m. (New York time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction, Administrative Agent will notify Company of the terms (1) of any Competitive Bid submitted by a Lender that is in accordance with Section 2.06(c), and (iv2) such other terms to be applicable to such of any Competitive Bid Borrowing that amends, modifies or is otherwise inconsistent with a previous Competitive Bid submitted by such Lender with respect to the same Competitive Bid Request. Any such subsequent Competitive Bid shall be disregarded by Administrative Agent unless such subsequent Competitive Bid is submitted solely to correct a manifest error in such former Competitive Bid and only if received within the times set forth in Section 2.06(c). Administrative Agent's notice to Company shall specify (1) the aggregate principal amount of Competitive Bid Loans for which offers have been received for each Interest Period specified in the related Competitive Bid Request and (2) the respective principal amounts and LIBOR Competitive Bid Margins or Absolute Rates, as the Borrower case may specifybe, so offered. The Subject only to the provisions of Sections 3.02, 3.05 and 4.02 and the provisions of this Section, any Competitive Bid shall be irrevocable except with the written consent of Administrative Agent given on the written instructions of Company. (e) Not later than 11:00 a.m. (New York time) two Business Days before the proposed date of Borrowing, in the case of a LIBOR Auction, or 11:00 a.m. (New York time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction, Company shall promptly notify Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to Section 2.06(d). Company shall be under no obligation to accept any offer and may choose to reject all offers. In the case of acceptance, such notice shall specify the aggregate principal amount of offers for each Interest Period that is accepted. Company may accept any Competitive Bid in whole or in part; but: (by telephone or otherwise, to be promptly confirmed by telecopy or other writing1) each Lender the aggregate principal amount of each Competitive Bid Borrowing Request received may not exceed the applicable amount set forth in the related Competitive Bid Request; (2) the principal amount of each Competitive Bid Borrowing must be $2,500,000 or in any multiple of $500,000 in excess thereof; (3) acceptance of offers may only be made on the basis of ascending LIBOR Competitive Bid Margins or Absolute Rates within each Interest Period, as the case may be; and (4) Company may not accept any offer that is described in Section 2.06(c)(3) or that otherwise fails to comply with the requirements of this Agreement. (f) If offers are made by two or more Lenders with the same LIBOR Competitive Bid Margins or Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Competitive Bid Loans in respect of which such offers are accepted shall be allocated by Administrative Agent among such Lenders as nearly as possible (in such multiples, not less than $500,000, as Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determination by Administrative Agent of the amounts of Competitive Bid Loans shall be conclusive in the absence of manifest error. (g) Administrative Agent will promptly notify each Lender having submitted a Competitive Bid if its offer has been accepted and, if its offer has been accepted, of the amount of the Competitive Bid Loan or Competitive Bid Loans to be made by it and on the terms contained in date of the Competitive Bid Borrowing. (1) Each Lender which has received notice pursuant to Section 2.06(g) that its Competitive Bid has been accepted, shall make the amounts of such Competitive Bid Loans available to Administrative Agent for the account of Company at Administrative Agent's Payment Office, by 2:00 p.m. (New York time) in the case of Absolute Rate Competitive Bid Loans, and by 2:00 p.m. (New York time) in the case of LIBOR Competitive Bid Loans, on such date of Competitive Bid Borrowing, in funds immediately available to Administrative Agent for the account of Company at Administrative Agent's Payment Office. (2) Promptly following each Competitive Bid Borrowing, Administrative Agent shall notify each Lender of the ranges of bids submitted and the highest and lowest bids accepted for each Interest Period requested by Company and the aggregate amount borrowed pursuant to such Competitive Bid Borrowing. (3) From time to time, Company and Lenders shall furnish such information to Administrative Agent as it may request relating to the making of Competitive Bid Loans, including the amounts, interest rates, dates of borrowings and maturities thereof, for purposes of the allocation of amounts received from Company for payment of all amounts owing hereunder. (h) If, by the proposed date of Borrowing, the Commitments have not been terminated and if, on such proposed date of Borrowing Requestall applicable conditions to funding referenced in Sections 3.02, 3.05 and 4.02 are satisfied, Lenders whose offers Company has accepted will fund each Competitive Bid Loan so accepted. Such notice shall not be delivered separately to any Designated Lender, but Nothing in this Section shall be deemed delivered construed as a right of first offer in favor of Lenders or to otherwise limit the ability of Company to request and accept credit facilities from any Person (including any of Lenders), if no Default or Event of Default would otherwise arise or exist as a Designated Lender when delivered to the Designating Lender responsible for having appointed result of Company executing, delivering or performing under such Designated Lender as its Designated Lendercredit facilities.

Procedure for Competitive Bid Borrowings. The Borrower may request a Competitive Bid Borrowing under this Section 2.4 during the Revolving Credit Period Commitment Period, by giving to the Administrative Agent, not later than 12:00 P.M. at least three Business Days prior to the date of the proposed Competitive Bid Borrowing, a Competitive Bid Borrowing Request in the form of Exhibit C, specifying (i) the proposed date of the Competitive Bid Borrowing, (ii) the aggregate amount of the proposed Competitive Bid Borrowing (which amount shall not be less than $5,000,000 or such amount plus a whole multiple of $100,000 in excess thereof), (iii) the proposed Interest Period for the Competitive Bid Advances to be made as part of such Competitive Bid Borrowing (which Interest Period shall end not later than 5 days prior to the Revolving Credit Termination Date, and shall otherwise comply with the applicable provisions of the definition of "Interest Period"), and (iv) such other terms to be applicable to such Competitive Bid Borrowing as the Borrower may specify. The Administrative Agent shall promptly notify (by telephone or otherwise, to be promptly confirmed by telecopy or other writing) each Lender of each Competitive Bid Borrowing Request received by it and the terms contained in such Competitive Bid Borrowing Request. Such notice shall not be delivered separately to any Designated Lender, but shall be deemed delivered to a Designated Lender when delivered to the Designating Lender responsible for having appointed such Designated Lender as its Designated Lender.