Common use of Competitive Bid Requests Clause in Contracts

Competitive Bid Requests. To request Competitive Bids, the Company shall deliver a written Competitive Bid Request to the Agent not later than 1:00 p.m., New York City time, on the date not less than one Business Day prior to the Borrowing Date of the proposed Competitive Bid Borrowing; provided that (i) the Company may not submit more than one Competitive Bid Request on the same day and (ii) in lieu of delivering the written Competitive Bid Request described above, the Company may give the Agent telephonic notice of any request for Competitive Bids by the time required under this clause (a), provided, further, that such telephonic notice shall be confirmed by delivery of a written Competitive Bid Request to the Agent by no later than 3:00 p.m., New York City time, on the date of such telephonic notice. Each such Competitive Bid Request shall specify the aggregate amount of the requested Competitive Bid Borrowing, the proposed Borrowing Date of such Competitive Bid Borrowing, which shall be a Business Day, the date of maturity of the Competitive Bid Loans that are requested to be made as part of such Competitive Bid Borrowing, which date shall be a Business Day occurring on or before the Termination Date, and the Company's account to which funds are to be disbursed. Promptly following receipt of a Competitive Bid Request in accordance with this SECTION, the Agent shall notify the Banks of the details thereof by facsimile, inviting the Banks to submit Competitive Bids.

Competitive Bid Requests. To The Borrower (for itself or on behalf of any Designated Borrower) may request Competitive Bids, the Company shall deliver Bids by delivering a written duly completed Competitive Bid Request to the Administrative Agent in writing (or by telephone, immediately confirmed in writing), not later than 1:00 p.m., New York City time, on the date not less than 12:00 noon (x) one (1) Business Day prior to the Borrowing Date proposed date of the proposed related Competitive Bid Fixed Rate Borrowing; provided that , or (iy) three (3) Business Days prior to the Company may not submit more than one proposed date of the related Competitive Bid Request on the same day and (ii) in lieu of delivering the written Competitive Bid Request described above, the Company may give the Agent telephonic notice of any request for Competitive Bids by the time required under this clause (a), provided, further, that such telephonic notice shall be confirmed by delivery of a written Competitive Bid Request to the Agent by no later than 3:00 p.m., New York City time, on the date of such telephonic noticeEurocurrency Borrowing. Each such Competitive Bid Request shall specify the aggregate amount of the requested Competitive Bid Borrowing, (i) the proposed Borrowing Date date of such Competitive Bid Borrowing, Borrowing (which shall be a Business Day), (ii) the identity of the Borrower or Designated Borrower and the country (which shall be reasonably satisfactory to the Administrative Agent) from which the Borrower or Designated Borrower will make such Borrowing, (iii) the aggregate amount of such Borrowing (which shall be in a minimum principal amount of $5,000,000 (or, if applicable, the date of maturity of Dollar Equivalent thereof in the Competitive Bid Loans that are requested to be made as part of Foreign Currency in which such Competitive Bid Eurocurrency Borrowing is denominated) or a larger multiple of $1,000,000) (or, if applicable, the Dollar Equivalent thereof in the Foreign Currency in which such Competitive Bid Eurocurrency Borrowing is denominated), (iv) if such Borrowing is a Eurocurrency Borrowing, the requested currency and duration of the Interest Period or Interest Periods applicable thereto (subject to the provisions of the definition of Interest Period), and (v) whether the Competitive Bids requested are to set forth a Competitive Bid Margin or a Fixed Rate. A Competitive Bid Request which date shall does not conform substantially to the form of Exhibit 2.6-A may be a Business Day occurring on or before rejected by the Termination DateAdministrative Agent in its sole discretion, and the Company's account Administrative Agent shall promptly notify the Borrower of such rejection by telecopy. The Borrower (for itself or on behalf of any Designated Borrower) may request Competitive Bids for up to which funds are three (3) different Interest Periods in each Competitive Bid Request; provided, that the request for each separate Interest Period shall be deemed to be disburseda separate Competitive Bid Request for a separate Competitive Bid Borrowing. No Competitive Bid Request shall be given within five (5) Business Days of any other Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Promptly following after its receipt of a Competitive Bid Request in accordance with this SECTIONwhich is not rejected as aforesaid, the Administrative Agent shall promptly notify the Banks of each Lender the details thereof by facsimiletelecopy, inviting the Banks Lenders to submit Competitive Bids., in a notice substantially similar to the form of Exhibit 2.6-B.

Competitive Bid Requests. To The Company may request Competitive Bids, offers to make Bid Loans either through the Agent (an "Agency Auction") or directly to the Banks and Designated Bidders (a "Company Auction"). When the Company wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall deliver transmit to the Agent (for an Agency Auction) or directly to each Bank and Designated Bidder, with a written copy to the Agent (for a Company Auction) a Competitive Bid Request. The Competitive Bid Request shall be transmitted by telephone call followed promptly by facsimile transmission so as to be received no later than (x) 3:00 p.m. (San Francisco time) four Business Days prior to the Agent not later than 1:00 p.m.date of a proposed Bid Borrowing in the case of a LIBOR Auction, New York City or (y) 9:00 a.m. (San Francisco time, on the date not less than ) one Business Day prior to the date of a pro posed Bid Borrowing Date in the case of the proposed Competitive Bid Borrowing; provided that an Absolute Rate Auction, specifying: (i) the Company may not submit more than one Competitive Bid Request on the same day and (ii) in lieu of delivering the written Competitive Bid Request described above, the Company may give the Agent telephonic notice of any request for Competitive Bids by the time required under this clause (a), provided, further, that such telephonic notice shall be confirmed by delivery of a written Competitive Bid Request to the Agent by no later than 3:00 p.m., New York City time, on the date of such telephonic notice. Each such Competitive Bid Request shall specify the aggregate amount of the requested Competitive Bid Borrowing, the proposed Borrowing Date of such Competitive Bid Borrowing, which shall be a Business Day, ; (ii) the date of maturity of the Competitive Bid Loans that are requested to be made as part aggregate amount of such Competitive Bid Borrowing, which date shall be a Business Day occurring on minimum amount of $1,000,000 or before in multiples of $1,000,000 in excess thereof; (iii) whether the Termination Date, and the Company's account to which funds Competitive Bids requested are to be disbursedfor LIBOR Bid Loans or Absolute Rate Bid Loans or both; and (iv) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of "Interest Period" herein. Promptly following receipt of Subject to subsection 2.07(c), the 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 accordance with this SECTION, the Agent shall notify the Banks any period of the details thereof by facsimile, inviting the Banks to submit Competitive Bidsfive Business Days.

Competitive Bid Requests. To In order to request Competitive Bids, the Company shall deliver give telephonic notice to be received by the Agent no later than 11:00 A.M., Chicago time, one Business Day before the date, which must be a written Business Day, on which a proposed Bid Loan is to be made (the “Borrowing Date”), followed on the same day by a duly completed Competitive Bid Request Confirmation in the form of Exhibit L hereto to be received by the Agent not later than 1:00 p.m.11:30 A.M., New York City Chicago time, on the date not less than one Business Day prior to the Borrowing Date of the proposed Competitive Bid Borrowing; provided that (i) the Company may not submit more than one . Competitive Bid Request on Confirmations that do not conform substantially to the same day format of Exhibit L may be rejected and the Agent shall give telephonic notice to the Company of such rejection promptly after it determines (iiwhich determination shall be conclusive) in lieu of delivering the written that a Competitive Bid Request described above, Confirmation does not substantially conform to the Company may give the Agent telephonic notice format of any request for Competitive Bids by the time required under this clause (a), provided, further, that such telephonic notice shall be confirmed by delivery of a written Exhibit L. Competitive Bid Request Requests shall in each case refer to the Agent by no later than 3:00 p.m., New York City time, on the date of such telephonic notice. Each such Competitive Bid Request shall this Agreement and specify the aggregate amount of the requested Competitive Bid Borrowing, (x) the proposed Borrowing Date of such Competitive Bid Borrowing, (which shall be a Business Day), (y) the date aggregate principal amount thereof (which shall not be less than $2,000,000 and shall be an integral multiple of maturity of $1,000,000), and (z) up to 3 Interest Periods with respect to the Competitive Bid Loans that are requested to be made as part of entire amount specified in such Competitive Bid Borrowing, Request (which date shall must be a Business Day occurring on or before of no less than 30 and no more than 180 days duration and may not end after the Termination Date, and ). Upon receipt by the Company's account to which funds are to be disbursed. Promptly following receipt Agent of a Competitive Bid Request in accordance with this SECTIONConfirmation which conforms substantially to the format of Exhibit L attached hereto, the Agent shall notify invite, by telephone promptly confirmed in writing in the Banks form of the details thereof by facsimileExhibit M attached hereto, inviting the Banks to submit bid, on the terms and conditions of this Agreement, to make Bid Loans pursuant to the Competitive BidsBid Request.

Competitive Bid Requests. To The Borrower (for itself or on behalf of any Designated Borrower) may request Competitive Bids, the Company shall deliver Bids by delivering a written duly completed Competitive Bid Request to the Administrative Agent in writing (or by telephone, immediately confirmed in writing), not later than 1:00 p.m., New York City time, on the date not less than 12:00 noon (x) one (1) Business Day prior to the Borrowing Date proposed date of the proposed related Competitive Bid Fixed Rate Borrowing; provided that , or (iy) three (3) Business Days prior to the Company may not submit more than one proposed date of the related Competitive Bid Request on the same day and (ii) in lieu of delivering the written Competitive Bid Request described above, the Company may give the Agent telephonic notice of any request for Competitive Bids by the time required under this clause (a), provided, further, that such telephonic notice shall be confirmed by delivery of a written Competitive Bid Request to the Agent by no later than 3:00 p.m., New York City time, on the date of such telephonic noticeEurocurrency Borrowing. Each such Competitive Bid Request shall specify the aggregate amount of the requested Competitive Bid Borrowing, (i) the proposed Borrowing Date date of such Competitive Bid Borrowing, Borrowing (which shall be a Business Day), (ii) the identity of the Borrower or Designated Borrower and the country (which shall be reasonably satisfactory to the Administrative Agent) from which the Borrower or Designated Borrower will make such Borrowing, (iii) the aggregate amount of such Borrowing (which shall be in a minimum principal amount of $5,000,000 (or, if applicable, the date of maturity of Dollar Equivalent thereof in the Competitive Bid Loans that are requested to be made as part of Foreign Currency in which such Competitive Bid Eurocurrency Borrowing is denominated) or a larger multiple of $1,000,000) (or, if applicable, the Dollar Equivalent thereof in the Foreign Currency in which such Competitive Bid Eurocurrency Borrowing is denominated), (iv) if such Borrowing is a Eurocurrency Borrowing, the requested currency and duration of the Interest Period or Interest Periods applicable thereto (subject to the provisions of the definition of Interest Period), and (v) whether the Competitive Bids requested are to set forth a Competitive Bid Margin or a Fixed Rate. A Competitive Bid Request which date shall does not conform substantially to the form of Exhibit 2.6-A may be a Business Day occurring on or before rejected by the Termination Date------------- Administrative Agent in its sole discretion, and the Company's account Administrative Agent shall promptly notify the Borrower of such rejection by telecopy. The Borrower (for itself or on behalf of any Designated Borrower) may request Competitive Bids for up to which funds are three (3) different Interest Periods in each Competitive Bid Request; provided, that the request for each separate Interest Period shall be deemed to -------- be disburseda separate Competitive Bid Request for a separate Competitive Bid Borrowing. No Competitive Bid Request shall be given within five (5) Business Days of any other Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Promptly following after its receipt of a Competitive Bid Request in accordance with this SECTIONwhich is not rejected as aforesaid, the Administrative Agent shall promptly notify the Banks of each Lender the details thereof by facsimiletelecopy, inviting the Banks Lenders to submit Competitive Bids., in a notice substantially similar to the form of Exhibit ------- 2.6-B. -----

Competitive Bid Requests. To In order to request Competitive BidsAdvances, the Company Borrower shall deliver hand deliver, telex or telecopy to the Administrative Agent a written duly completed Competitive Bid Request substantially in the form of Exhibit 3.3A hereto to be received by the Administrative Agent not later than 1:00 p.m.10:00 A.M. (Charlotte, New York City North Carolina time), on the date not less than four Business Days prior to a proposed Eurodollar Competitive Borrowing and one Business Day prior to the Borrowing Date of the a proposed Fixed Rate Competitive Bid Borrowing; provided that (i) the Company may not submit more than one Competitive Bid Request on the same day and (ii) in lieu of delivering the written Competitive Bid Request described above, the Company may give the Agent telephonic notice of any request for Competitive Bids by the time required under this clause (a), provided, further, that such telephonic notice shall be confirmed by delivery of a written Competitive Bid Request to the Agent by no later than 3:00 p.m., New York City time, on the date of such telephonic notice. Each such Competitive Bid Request shall specify refer to this Agreement and specify: (1) the aggregate amount of the requested Competitive Bid Borrowing, the proposed Borrowing Date date of such Competitive Bid Borrowing, Borrowing (which shall be a Business Day), (2) the principal amount thereof (which shall not be less than $5,000,000 or an integral multiple of $500,000 in excess thereof), (3) the Interest Period with respect thereto and the last day of such Interest Period and any additional interest payment date or dates relating to such Competitive Borrowing, (4) whether the Borrowing then being requested is to consist of Eurodollar Competitive Advances or Fixed Rate Competitive Advances or a combination thereof (and if a combination thereof, the date relative percentages of maturity of the Eurodollar Competitive Bid Loans that are requested Advances and Fixed Rate Competitive Advances) and (5) any other terms applicable to be made as part of such Competitive Bid Borrowing, which date . No Revolving Advances shall be requested in or made pursuant to a Business Day occurring on or before Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the Termination Dateform of Exhibit 3.3A may be rejected in the Administrative Agent's sole discretion, and the Company's account to which funds are to be disbursedAdministrative Agent shall promptly notify the Borrower of such rejection by hand delivery, telex or telecopier. Promptly following after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall by hand delivery, telex or telecopier (in the form of Exhibit 3.3B hereto) invite the Lenders to bid to make Competitive Bids in accordance with this SECTION, the Agent shall notify the Banks of the details thereof by facsimile, inviting the Banks to submit such Competitive BidsBid Request.

Competitive Bid Requests. To In order to request Competitive BidsAdvances: (A) in the case of any request for Eurodollar Competitive Advances, the Company Borrower shall deliver hand deliver, telex or telecopy to the Administrative Agent a written duly completed Competitive Bid Request substantially in the form of Exhibit 3.3A-1 hereto to be received by the Administrative Agent not later than 1:00 p.m.10:00 A.M. (Charlotte, New York City North Carolina time), on four Business Days prior to the date proposed Eurodollar Competitive Borrowing and (B) in the case of any request for Fixed Rate Competitive Advances, the Borrower shall hand deliver, telex or telecopy to the Administrative Agent a duly completed Competitive Bid Request substantially in the form of Exhibit 3.3A-2 hereto to be received by the Administrative Agent not less later than 10:00 A.M. (Charlotte, North Carolina time), one Business Day prior to the Borrowing Date of the proposed Fixed Rate Competitive Bid Borrowing; provided that (i) the Company may not submit more than one Competitive Bid Request on the same day and (ii) in lieu of delivering the written Competitive Bid Request described above, the Company may give the Agent telephonic notice of any request for Competitive Bids by the time required under this clause (a), provided, further, that such telephonic notice shall be confirmed by delivery of a written Competitive Bid Request to the Agent by no later than 3:00 p.m., New York City time, on the date of such telephonic notice. Each such Competitive Bid Request shall specify refer to this Agreement and specify: (1) the aggregate amount of the requested Competitive Bid Borrowing, the proposed Borrowing Date date of such Competitive Bid Borrowing, Borrowing (which shall be a Business Day), (2) the principal amount thereof (which shall not be less than $5,000,000 or an integral multiple of $500,000 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 maturity such Competitive Borrowing, but not more than 180 days from such date and shall fall on or prior to the Termination Date) and any additional interest payment date or dates relating to such Competitive Borrowing, (4) whether the Borrowing then being requested is to consist of Eurodollar Competitive Advances or Fixed Rate Competitive Advances or a combination thereof (and if a combination thereof, the relative percentages of Eurodollar Competitive Bid Loans that are requested Advances and Fixed Rate Competitive Advances) and (5) any other terms applicable to be made as part of such Competitive Bid Borrowing, which date . No Revolving Advances shall be requested in or made pursuant to a Business Day occurring on Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the form of Exhibit 3.3A-1 or before Exhibit 3.3A-2, as the Termination Datecase may be, may be rejected in the Administrative Agent's sole discretion, and the Company's account to which funds are to be disbursedAdministrative Agent shall promptly notify the Borrower of such rejection by hand delivery, telex or telecopier. Promptly following after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall by hand delivery, telex or telecopier (in the form of Exhibit 3.3B hereto) invite the Lenders to bid to make Competitive Bids in accordance with this SECTION, the Agent shall notify the Banks of the details thereof by facsimile, inviting the Banks to submit such Competitive BidsBid Request.

Competitive Bid Requests. To In order to request Competitive Bids, the Company shall deliver give telephonic notice to be received by the Agent no later than 11:00 A.M., Chicago time, one Business Day before the date, which must be a written Business Day, on which a proposed Bid Loan is to be made (the "BORROWING DATE"), followed on the same day by a duly completed Competitive Bid Request Confirmation in the form of Exhibit N hereto to be received by the Agent not later than 1:00 p.m.11:30 A.M., New York City Chicago time, on the date not less than one Business Day prior to the Borrowing Date of the proposed Competitive Bid Borrowing; provided that (i) the Company may not submit more than one . Competitive Bid Request on Confirmations that do not conform substantially to the same day format of Exhibit N may be rejected and the Agent shall give telephonic notice to the Company of such rejection promptly after it determines (iiwhich determination shall be conclusive) in lieu of delivering the written that a Competitive Bid Request described above, Confirmation does not substantially conform to the Company may give the Agent telephonic notice format of any request for Competitive Bids by the time required under this clause (a), provided, further, that such telephonic notice shall be confirmed by delivery of a written Exhibit L. Competitive Bid Request Requests shall in each case refer to the Agent by no later than 3:00 p.m., New York City time, on the date of such telephonic notice. Each such Competitive Bid Request shall this Agreement and specify the aggregate amount of the requested Competitive Bid Borrowing, (x) the proposed Borrowing Date of such Competitive Bid Borrowing, (which shall be a Business Day), (y) the date aggregate principal amount thereof (which shall not be less than $3,000,000 and shall be an integral multiple of maturity of $1,000,000), and (z) up to 3 Interest Periods with respect to the Competitive Bid Loans that are requested to be made as part of entire amount specified in such Competitive Bid Borrowing, Request (which date shall must be a Business Day occurring on or before of no less than 30 and no more than 180 days duration and may not end after the Termination Date, and ). Upon receipt by the Company's account to which funds are to be disbursed. Promptly following receipt Agent of a Competitive Bid Request in accordance with this SECTIONConfirmation which conforms substantially to the format of Exhibit L attached hereto, the Agent shall notify invite, by telephone promptly confirmed in writing in the Banks form of the details thereof by facsimileExhibit M attached hereto, inviting the Banks to submit bid, on the terms and conditions of this Agreement, to make Bid Loans pursuant to the Competitive BidsBid Request.

Competitive Bid Requests. To The Borrower may request Competitive Bids, the Company shall deliver Bids by delivering a written duly completed Competitive Bid Request to the Administrative Agent in writing (or by telephone, immediately confirmed in writing), not later than 1:00 p.m., New York City time, on the date not less than 12:00 noon (x) one (1) Business Day prior to the Borrowing Date proposed date of the proposed related Competitive Bid Fixed Rate Borrowing; provided that , or (iy) three (3) Business Days prior to the Company may not submit more than one proposed date of the related Competitive Bid Request on the same day and (ii) in lieu of delivering the written Competitive Bid Request described above, the Company may give the Agent telephonic notice of any request for Competitive Bids by the time required under this clause (a), provided, further, that such telephonic notice shall be confirmed by delivery of a written Competitive Bid Request to the Agent by no later than 3:00 p.m., New York City time, on the date of such telephonic noticeEurodollar Borrowing. Each such Competitive Bid Request shall specify the aggregate amount of the requested Competitive Bid Borrowing, (i) the proposed Borrowing Date date of such Competitive Bid Borrowing, Borrowing (which shall be a Business Day), (ii) the aggregate amount of such Borrowing (which shall be in a minimum principal amount of $5,000,000 or a larger multiple of $1,000,000) , (iii) if such Borrowing is a Eurodollar Borrowing, the date of maturity duration of the Interest Period or Interest Periods applicable thereto (subject to the provisions of the definition of Interest Period), and (iv) whether the Competitive Bids requested are to set forth a Competitive Bid Loans Margin or a Fixed Rate. A Competitive Bid Request which does not conform substantially to the form of Exhibit 2.6-A may be rejected by the ------------- Administrative Agent in its sole discretion, and the Administrative Agent shall promptly notify the Borrower of such rejection by telecopy. The Borrower may request Competitive Bids for up to three (3) different Interest Periods in each Competitive Bid Request; provided, that are requested the request for each separate Interest -------- Period shall be deemed to be made as part of such a separate Competitive Bid Request for a separate Competitive Bid Borrowing, which date . No Competitive Bid Request shall be a given within five (5) Business Day occurring on Days of any other Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or before the Termination Date, and the Company's account to which funds are to be disbursedall Competitive Bids received in response thereto rejected. Promptly following after its receipt of a Competitive Bid Request in accordance with this SECTIONwhich is not rejected as aforesaid, the Administrative Agent shall promptly notify the Banks of each Lender the details thereof by facsimiletelecopy, inviting the Banks Lenders to submit Competitive Bids., in a notice substantially similar to the form of Exhibit 2.6-B. -------------

Competitive Bid Requests. To request Competitive Bids, the Company shall deliver a written Competitive Bid Request to the Administrative Agent not later than 1:00 p.m., New York City time, on the date not less than one Business Day prior to the Borrowing Date of the proposed Competitive Bid Borrowing; provided that (i) the Company may not submit more than one Competitive Bid Request on the same day and (ii) in lieu of delivering the written Competitive Bid Request described above, the Company may give the Administrative Agent telephonic notice of any request for Competitive Bids by the time required under this clause (a), provided, further, provided that such telephonic notice shall be confirmed by delivery of a written Competitive Bid Request to the Administrative Agent by no later than 3:00 p.m., New York City time, on the date of such telephonic notice. Each such Competitive Bid Request shall specify the aggregate amount of the requested Competitive Bid Borrowing, the proposed Borrowing Date of such Competitive Bid Borrowing, which shall be a Business Day, the date of maturity of the Competitive Bid Loans that are requested to be made as part of such Competitive Bid Borrowing, which date shall be a Business Day occurring on or before the Termination Date, and the Company's account to which funds are to be disbursed. Promptly following receipt of a Competitive Bid Request in accordance with this SECTIONSection, the Administrative Agent shall notify the Banks Lenders of the details thereof by facsimile, inviting the Banks Lenders to submit Competitive Bids.