Competitive Bid Procedures. (a) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Notice of Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Administrative Agent via telecopier, in the form of Exhibit A-4 hereto, (i) in the case of a proposed Competitive Bid Borrowing of Eurodollar Loans, not later than 10:00 a.m., New York time, three Business Days before a proposed Competitive Bid Borrowing and (ii) in the case of a proposed Competitive Bid Borrowing of Fixed Rate Loans, not later than 10:00 a.m., New York time, on the day of a proposed Competitive Bid Borrowing. Multiple bids will be accepted by the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-4 may be rejected by the Administrative Agent after conferring with, and upon the instruction of, the Borrower, and the Administrative 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 (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Bid Borrowing requested by the Borrower) of the Competitive Bid Loan or Competitive Bid Loans that the Bank is willing to make to the Borrower, (y) the Competitive Bid Rate or Competitive Bid Rates at which the Bank is prepared to make the Competitive Bid Loan or Competitive Bid Loans and (z) the respective Interest Period and the last day thereof. If any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Administrative Agent via telecopier (I) in the case of Eurodollar Loans, not later than 10:00 a.m., New York time, three Business Days before a proposed Competitive Bid Borrowing, and (II) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York time, on the day of a proposed Competitive Bid Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Bid Loan as part of such Competitive Bid Borrowing or to incur any liability as a result thereof. A Competitive Bid submitted by a Bank pursuant to this paragraph (a) shall be irrevocable. (b) The Administrative Agent shall promptly notify the Borrower by telecopier of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each Competitive Bid. The Administrative 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 1.04. (c) The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (c), accept or reject any Competitive Bid referred to in paragraph (b) above. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (b) above, (x) in the case of a Borrowing of Eurodollar Loans, not later than 11:00 a.m., New York time, three Business Days before a proposed Competitive Bid Borrowing, and (y) in the case of a Borrowing of Fixed Rate Loans, not later than 11:00 a.m., New York time, on the day of a proposed Competitive Bid Borrowing; 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 paragraph (b) 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 Notice of Competitive Bid Borrowing, (iv) if the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Request, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Bid Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Bid Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the Borrower. A notice given by the Borrower pursuant to this paragraph (c) shall be irrevocable. (d) The Administrative Agent shall promptly notify each bidding Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid has been accepted. (e) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Banks are required to submit their bids to the Administrative Agent pursuant to paragraph (a) above. (f) All notices required by this Section 1.04 shall be given in accordance with Section 14.03.
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Competitive Bid Procedures. (ai) In order to request Competitive Advances: (A) in the case of any request for Eurodollar Competitive Advances, the Borrower requesting such Eurodollar Competitive Advances shall hand deliver, telex or telecopy to the Administrative Agent a duly completed Competitive Bid Request substantially in the form of Exhibit 3.03A-1 hereto to be received by the Administrative Agent not later than 10:00a.m. (New York City time), four Business Days prior to the proposed Eurodollar Competitive Borrowing and (B)in the case of any request for Fixed Rate Competitive Advances, the Borrower requesting such Fixed Rate Competitive Advances shall hand deliver, telex or telecopy to the Administrative Agent a duly completed Competitive Bid Request substantially in the form of Exhibit 3.03A-2 hereto to be received by the Administrative Agent not later than 10:00a.m. (New York City time), one Business Day prior to the proposed Fixed Rate Competitive Borrowing. Each such Competitive Bid Request shall refer to this Agreement and specify: (1)the date of such Competitive Borrowing (which shall be a Business Day), (2) the principal amount thereof (which shall not be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof), (3)the Interest Period with respect thereto and the last day of such Interest Period (which shall be at least 30 days from the date of such Competitive Borrowing and shall fall on or prior to the Termination Date) and any additional interest payment date or dates relating to such Competitive Borrowing, (4)the Borrower Sublimit applicable to such Borrower on the day of such Borrowing and the aggregate amount of Advances to be outstanding to such Borrower on the date of such Borrowing after giving effect to such Borrowing, (5)whether the Borrowing then being requested is to consist of Eurodollar Competitive Advances or Fixed Rate Competitive Advances and (6)any other terms applicable to such Competitive Bid Borrowing. No Contract Advances shall be requested in or made pursuant to a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the form of Exhibit 3.03A-1 or Exhibit 3.03A- 2, as the case may be, may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telex or telecopier. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall by telex or telecopier (in the form of Exhibit 3.03B hereto) invite the Lenders to bid to make Competitive Bids in accordance with such Competitive Bid Request.
(ii) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower requesting such Competitive Bids, which Competitive Bids shall be responsive to a Notice of the Competitive Bid Request. Each Competitive Bid by a Bank such Lender must be received by the Administrative Agent via telecopier, in the form of Exhibit A-4 hereto, (iA) in the case of a proposed Competitive Bid Borrowing to consist of Eurodollar LoansCompetitive Advances, by telex or telecopier (in the form of Exhibit 3.03C-1 hereto) not later than 10:00 a.m., 9:30a.m. (New York City time, ) three Business Days before prior to a proposed Competitive Bid Borrowing and (ii) in B)in the case of a proposed Competitive Bid Borrowing to consist of Fixed Rate LoansCompetitive Advances, by telex or telecopier (in the form of Exhibit 3.03C-2 hereto) not later than 10:00 a.m., 9:30a.m. (New York City time, ) on the day of a proposed Competitive Bid Borrowing. Multiple bids will be accepted by the Administrative Agent. Competitive Bids that do not conform substantially to the format form of Exhibit A-4 3.03C-1 or 3.03C-2, as the case may be, may be rejected by the Administrative Agent after conferring with, and upon the instruction of, the BorrowerBorrower requesting such Competitive Bid, and the Administrative Agent shall notify the Bank Lender making such nonconforming non-conforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the X)the principal amount (which shall be in a minimum principal amount of $5,000,000 10,000,000 and in an integral multiple of $1,000,000 and which may equal be up to the entire principal aggregate amount of the proposed Competitive Bid Borrowing requested by regardless of the BorrowerCommitment of the Lender) of the Competitive Bid Loan or Competitive Bid Loans Advance that the Bank Lender is willing to make to the Borrower, Borrower requesting such Competitive Bid and (y) the Y)the Competitive Bid Rate or Competitive Bid Rates at which the Bank Lender is prepared to make the Competitive Bid Loan or Competitive Bid Loans and (z) the respective Interest Period and the last day thereofAdvances. If any Bank selected Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Administrative Agent via telecopier (I) Agent, in the case of a proposed Competitive Borrowing to consist of Eurodollar LoansCompetitive Advances, by telex or telecopier, not later than 10:00 a.m., 9:30a.m. (New York City time), three Business Days before a prior to the proposed Competitive Bid Borrowing, and (II) and, in the case of a proposed Competitive Borrowing to consist of Fixed Rate LoansCompetitive Advances, by telex or telecopier not later than 10:00 a.m., 9:30a.m. (New York City time, ) on the day of a the proposed Competitive Bid Borrowing; providedPROVIDED, howeverHOWEVER, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Bid Loan as part of such Competitive Bid Borrowing or to incur any liability as a result thereofAdvance. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (asubsection(ii) shall be irrevocable.
(biii) The Administrative Agent shall (A)in the case of a proposed Borrowing to consist of Eurodollar Competitive Advances, promptly notify the Borrower that made such Competitive Bid Request by telex or telecopier and (B)in the case of all a proposed Borrowing to consist of Fixed Rate Competitive Advances, notify such Borrower by telephone not later than 10:00a.m. (New York City time) on the day of such proposed Competitive Borrowing of the Competitive Bids made, of the Competitive Bid Rate and the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each such Competitive Bid. The Administrative 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 1.04.
(civ) The Borrower may that made such Competitive Bid Request may, in its sole and absolute discretion, subject only to the provisions of this paragraph (csubsection(iv), accept or reject any Competitive Bid referred to in paragraph (b) aboveBid. The Such Borrower shall notify the Administrative Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter, telephone whether and to what extent it has decided to accept or reject any of or all of the bids referred Competitive Bids (specifying each Lender selected by it to in paragraph make Competitive Advances, the principal amount of such Advances and the Competitive Bid Rate): (b) above, (x) in A)in the case of a Borrowing to consist of Eurodollar LoansCompetitive Advances, by not later than 11:00 a.m., 10:15a.m. (New York City time, ) three Business Days before a proposed Competitive Borrowing (promptly confirmed by a Competitive Bid BorrowingAcceptance in the form of Exhibit 3.03D-1 hereto, hand delivered, telexed or telecopied by such Borrower to the Administrative Agent), and (y) in B)in the case of a Borrowing to consist of Fixed Rate LoansCompetitive Advances, not later than 11:00 a.m., 10:15a.m. (New York City time, ) on the day of a proposed Competitive Borrowing (promptly confirmed by a Competitive Bid BorrowingAcceptance in the form of Exhibit 3.03D-2 hereto, hand delivered, telexed or telecopied by such Borrower to the Administrative Agent); providedPROVIDED, howeverHOWEVER, that (i) the 1)the failure by the such Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (bsubsection(iii) above, (ii) the 2)such Borrower shall not accept a bid made at a particular Competitive Bid Rate if the such Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the 3)the aggregate amount of the Competitive Bids accepted by the such Borrower shall not exceed the principal amount specified in the Notice of Competitive Bid Borrowing, (iv) if the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Request, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Bid Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Bid Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the Borrower. A notice given by the Borrower pursuant to this paragraph (c) shall be irrevocable.
(d) The Administrative Agent shall promptly notify each bidding Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid has been accepted.
(e) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Banks are required to submit their bids to the Administrative Agent pursuant to paragraph (a) above.
(f) All notices required by this Section 1.04 shall be given in accordance with Section 14.03.,
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