Competitive Advances. (a) For so long as the Parent maintains a Credit Rating of BBB- or better from S&P or Baa3 or better from Xxxxx'x, subject to the terms and conditions hereof, at any time and from time to time from the Effective Date to but excluding the Termination Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrowers may request and each Lender may in its sole and absolute discretion make Competitive Advances to Borrowers in such principal amounts as Borrowers may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate principal amount outstanding under the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to 50% of the aggregate amount of the Commitments, and (ii) the aggregate principal amount outstanding under the Notes (after giving effect to all amounts requested thereunder) plus the Letter of Credit Liabilities being in excess of the aggregate amount of the Commitments. (b) Borrowers shall request Competitive Advances by submitting a duly completed Competitive Bid Request to the Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for the proposed Competitive Advance. Each request shall be for an advance on the basis of a margin over the Adjusted Eurodollar Rate and shall have a maturity date equal to one of the Interest Periods (subject to the limitations therein.) In the event that the Borrowers shall have submitted two (2) Competitive Bid Requests in any calendar month, any additional Competitive Bid Requests during such month shall be accompanied by payment of a nonrefundable $2500 competitive bid request fee for the account of the Agent. Any Competitive Advance shall be a LIBOR Loan. The proposed funding date shall be a Business Day. The Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid Request purportedly made by a Responsible Officer of Borrowers, which hereby agree to indemnify the Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Agent not later than 10:00 a.m. on a Business Day that is at least four (4) Business Days prior to the date of the proposed Competitive Advance. (c) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 and shall be in an integral multiple of $1,000,000. (d) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than 7 days or more than 360 days, or with a maturity date subsequent to the Termination Date. The Borrowers may request offers to make Competitive Advances for up to six (6) Interest Periods in a single Competitive Bid Request. (e) The Agent shall, promptly after receipt of a Competitive Bid Request, provide the Lenders a copy thereof by telecopier. Any Lender may, by written notice to the Agent, advise the Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Agent shall not notify such Lender of the Competitive Bid Request. (f) Each Lender receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Agent not later than 10:00 a.m. (or, in the case of the Lender acting as Agent, not later than 9:00 a.m.) on the date which is three (3) Business Days prior to the requested Competitive Advance. Any Competitive Bid received by the Agent after 10:00 a.m. (or 9:00 a.m. in the case of the Lender acting as Agent) on such date shall be disregarded for purposes of this Agreement. The Agent shall incur no liability whatsoever hereunder in acting upon any Competitive Bid purportedly made by a Responsible Officer of a Lender, each of which hereby agrees to indemnify the Agent from any loss, cost, expense or liability as a result of so acting with respect to that Lender. (g) Each Competitive Bid shall specify the margin over the Adjusted Eurodollar Rate for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Lender in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrowers in the Competitive Bid Request, but shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a margin over the Adjusted Eurodollar Rate, is in a form other than as set forth in Exhibit C or which otherwise contains any term, condition, qualification or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Agent shall, subject to the terms of Section 4.3 and Article V, be irrevocable until 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrowers on or prior thereto. (h) Promptly after 10:00 a.m. on the date which is three (3) Business Days prior to the date of the proposed Competitive Advance, the Agent shall notify Borrowers of the names of the Lenders providing Competitive Bids to the Agent at or before 10:00 a.m. on that date (or 9:00 a.m. in the case of the Lender acting as Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and margin over the Adjusted Eurodollar Rate set forth by each such Lender in its Competitive Bid. (i) Borrowers may, in their sole and absolute discretion, reject any or all of the Competitive Bids. If Borrowers accept any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowers), the following shall apply: (i) Borrowers must accept all Competitive Bids at all lower margins over the Adjusted Eurodollar Rate before accepting any portion of a Competitive Bid at a higher margin over the Adjusted Eurodollar Rate, (ii) if two or more Lenders have submitted a Competitive Bid at the same margin, then Borrowers must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Lender bears to the aggregate Maximum Competitive Advances of all such Lenders, (iii) Borrowers may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (iv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrowers of a Competitive Bid must be made prior to 12:00 noon on the date which is two (2) Business Days prior to the requested Competitive Advance. Acceptance of a Competitive Bid by Borrowers shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowers) and shall be irrevocable upon such notification. The Agent shall promptly notify each of the Lenders whose Competitive Bid has been accepted by Borrowers by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such Lenders. Any Competitive Bid not accepted or rejected by Borrowers by 12:00 noon, on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected. (j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrowers and the Lenders whose Competitive Bids were accepted by Borrowers of such Adjusted Eurodollar Rate. (k) A Lender whose Competitive Bid has been accepted by Borrowers shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, by making funds immediately available to the Agent at the Principal Office in the amount of such Competitive Advance not later than 1:00 p.m. on the date set forth in the Competitive Bid Request. The Agent shall then promptly make available to the Borrowers the aggregate amount of the Competitive Advances made available to the Agent by crediting such amount in immediately available funds to the account of the Borrowers on the books of such office of Agent. (l) The Agent shall notify Borrowers and the Lenders promptly after any Competitive Advance is made of the amounts and maturity of such Competitive Advances, the identity of the Lenders making such Competitive Advances, and the margin over the Adjusted Eurodollar Rate for such Competitive Advances. (m) The Competitive Advances made by a Lender shall be evidenced by that Lender's Competitive Advance Note. (n) Each Competitive Advance shall be subject to all of the provisions of this Agreement generally, provided, however, that a Competitive Advance shall not reduce a Lender's Commitment or a Lender's obligation to fund its Commitment Percentage of any Revolving Loan or to participate in Swingline Loans or Letters of Credit. If the Borrowers prepay any Competitive Advance prior to the end of the applicable Interest Period, the Borrowers shall pay all amounts due under Section 4.4. (o) The principal amount of any "Money Market Loans" (as defined in the Fourth Amended Credit Agreement) outstanding as of the date hereof shall continue as Competitive Advances under this Agreement for the balance of the term and at such rate as exists under the Fourth Amended Credit Agreement. Section 2.4
Appears in 2 contracts
Samples: Credit Agreement (Gables Realty Limited Partnership), Credit Agreement (Gables Residential Trust)
Competitive Advances. (a) For so long as the Parent maintains a Credit Rating of BBB- or better from S&P or Baa3 or better from Xxxxx'x, subject Subject to the terms and conditions hereof, at any time and from time to time from the Effective Closing Date to but excluding through and including the Termination Maturity Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrowers may request and each Lender Bank may in its sole and absolute discretion make Competitive Advances to Borrowers Borrower pursuant to Competitive Bids accepted by Borrower in such principal amounts as Borrowers Borrower may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate outstanding principal amount outstanding under Indebtedness evidenced by the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to 50% of the aggregate amount of the Commitments$750,000,000, and (ii) the aggregate principal amount outstanding under the Notes (after provided that giving effect to all amounts requested thereunder) plus the Letter making of Credit Liabilities being in excess each Competitive Advance, the Outstanding Obligations shall not exceed the Commitment. No Competitive Advance made by any Bank shall relieve that Bank of its Pro Rata Share of the aggregate amount of the Commitmentsundrawn Commitment. (b) Borrowers Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request Requests to the Administrative Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for of the proposed Competitive Advance. Each request shall be for an advance on , whether the basis of a margin over the Adjusted Eurodollar Rate and shall have a maturity date equal to one of the Interest Periods (subject to the limitations therein.) In the event that the Borrowers shall have submitted two (2) Competitive Bid Requests in any calendar month, any additional Competitive requested is an Absolute Rate Bid Requests during such month shall be accompanied by payment of or a nonrefundable $2500 competitive bid request fee for the account of the AgentEurodollar Margin Bid. Any Competitive Advance Bid Request made by telephone shall promptly be confirmed by the delivery to Administrative Agent in person or by telecopier of a LIBOR Loanwritten Competitive Bid Request. The proposed funding date shall be a Business Day. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid Request purportedly made by a Responsible Officer Official of BorrowersBorrower, which hereby agree agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Administrative Agent not later than 10:00 a.m. 9:00 a.m., California local time, on a Business Banking Day that is at least four one (41) Business Banking Day prior to the date of the proposed Competitive Advance if an Absolute Rate Bid is requested; if a Eurodollar Margin Bid is requested, it must be received by the Administrative Agent five (5) Banking Days prior to the date of the proposed Competitive Advance. (c) Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, no Competitive Bid Request shall be made by Borrower if Borrower has, within the immediately preceding five (5) Banking Days, submitted another Competitive Bid Request. (d) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 10,000,000 and shall be in an integral multiple of $1,000,000. (de) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than 7 14 days or more than 360 180 days, or with a maturity date subsequent to the Termination Maturity Date. The Borrowers may request offers to make Competitive Advances for up to six (6) Interest Periods in a single Competitive Bid Request. (ef) The Administrative Agent shall, promptly after receipt of a Competitive Bid Request, notify the Banks thereof by telephone and provide the Lenders Banks a copy thereof by telecopier. Any Lender Bank may, by written notice to the Administrative Agent, advise the Administrative Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Administrative Agent shall not notify such Lender Bank of the Competitive Bid Request. (fg) Each Lender Bank receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Administrative Agent not later than 10:00 7:30 a.m. (or, in the case of the Lender acting as Bank which is also the Administrative Agent, not later than 9:00 7:15 a.m.) California local time, in the case of a Eurodollar Margin Bid, on the date which is three four (34) Business Banking Days prior to the requested Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the requested Competitive Advance. Any Competitive Bid received by the Administrative Agent after 10:00 7:30 a.m. (or 9:00 7:15 a.m. in the case of the Lender acting as Bank which is also the Administrative Agent) on such date shall be disregarded for purposes of this Agreement. Any Competitive Bid made by telephone shall promptly be confirmed by the delivery to the Administrative Agent in person or by telecopier of a written Competitive Bid. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid purportedly made by a Responsible Officer Official of a LenderBank, each of which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting with respect to that LenderBank. (gh) Each Competitive Bid shall specify the fixed interest rate or the margin over the Adjusted Eurodollar Rate Base Rate, as applicable, for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Lender Bank in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrowers Borrower in the Competitive Bid Request, but but, if so, shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a fixed interest rate or a margin over the Adjusted Eurodollar Base Rate, is in a form other than as set forth in Exhibit C D or which otherwise contains any term, condition, qualification condition or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Administrative Agent shall, subject to the terms of Section 4.3 and Article V, shall be irrevocable until 12:00 noon 8:30 a.m. California local time, in the case of a Eurodollar Margin Bid, on the date which is two three (23) Business Banking Days prior to the requested Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrowers on or Borrower prior thereto. (hi) Promptly after 10:00 7:30 a.m. California local time, in the case of a Eurodollar Margin Bid, on the date which is three four (34) Business Banking Days prior to the date of the proposed Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Advance, the Administrative Agent shall notify Borrowers Borrower of the names of the Lenders Banks providing Competitive Bids to the Administrative Agent at or before 10:00 7:30 a.m. on that date (or 9:00 7:15 a.m. in the case of the Lender acting as Bank which is also the Administrative Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and fixed interest rate or margin over the Adjusted Eurodollar Base Rate set forth by each such Lender Bank in its Competitive Bid. The Administrative Agent shall promptly confirm such notification in writing delivered in person or by telecopier to Borrower. (ij) Borrowers Borrower may, in their its sole and absolute discretion, reject any or all of the Competitive Bids. If Borrowers accept Borrower accepts any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowers), the following shall apply: (ia) Borrowers Borrower must accept all Competitive Absolute Rate Bids at all lower fixed interest rates before accepting any portion of an Absolute Rate Bid at a higher fixed interest rate, (b) Borrower must accept all Eurodollar Margin Bids at all lower margins over the Adjusted Eurodollar Base Rate before accepting any portion of a Competitive Eurodollar Margin Bid at a higher margin over the Adjusted Eurodollar Base Rate, (iic) if two or more Lenders Banks have submitted a Competitive Bid at the same fixed interest rate or margin, then Borrowers Borrower must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Lender Bank bears to the aggregate Maximum Competitive Advances of all such LendersBanks, and (iiid) Borrowers Borrower may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (iv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrowers Borrower of a Competitive Eurodollar Margin Rate Bid must be made prior to 12:00 noon 8:30 a.m. on the date which is two three (23) Business Banking Days prior to the requested Competitive Advance and acceptance by Borrower of an Absolute Rate Bid must be made prior to 8:30 a.m. on the date of the requested Competitive Advance. Acceptance of a Competitive Bid by Borrowers shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowers) and Borrower shall be irrevocable upon such notificationcommunication thereof to the Administrative Agent. The Administrative Agent shall promptly notify each of the Lenders Banks whose Competitive Bid has been accepted by Borrowers Borrower by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such LendersBanks. Any Competitive Bid not accepted or rejected by Borrowers Borrower by 12:00 noon8:30 a.m., in the case of a Eurodollar Margin Bid, on the date which is three (3) Banking Days prior to the proposed Competitive Advance or, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Bid, shall be deemed rejected. (k) In the case of Eurodollar Margin Bids, the Administrative Agent shall determine the Eurodollar Base Rate (as the case may be) on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected. (j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Banking Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrowers Borrower and the Lenders Banks whose Competitive Bids were accepted by Borrowers Borrower of such Adjusted Eurodollar Base Rate. (kl) A Lender Bank whose Competitive Bid has been accepted by Borrowers Borrower shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, Agreement by making funds immediately available to the Administrative Agent at the Principal Administrative Agent's Office in the amount of such Competitive Advance not later than 1:00 p.m. 12:00 noon, California local time, on the date set forth in the Competitive Bid Request. The Administrative Agent shall then promptly make available to the Borrowers the aggregate amount of credit the Competitive Advances made available to the Agent by crediting such amount Advance in immediately available funds to the account of the Borrowers on the books of such office of AgentDesignated Deposit Account. (lm) The Administrative Agent shall notify Borrowers Borrower and the Lenders Banks promptly after any Competitive Advance is made of the amounts and maturity of such Competitive Advances, Advances and the identity of the Lenders Banks making such Competitive Advances, and the margin over the Adjusted Eurodollar Rate for such Competitive Advances. (mn) The Competitive Advances made by a Lender Bank shall be evidenced by that LenderBank's Competitive Advance Note. (n) Each Competitive Advance shall be subject to all of the provisions of this Agreement generally, provided, however, that a Competitive Advance shall not reduce a Lender's Commitment or a Lender's obligation to fund its Commitment Percentage of any Revolving Loan or to participate in Swingline Loans or Letters of Credit. If the Borrowers prepay any Competitive Advance prior to the end of the applicable Interest Period, the Borrowers shall pay all amounts due under Section 4.4. (o) The principal amount of any "Money Market Loans" (as defined in the Fourth Amended Credit Agreement) outstanding as of the date hereof shall continue as Competitive Advances under this Agreement for the balance of the term and at such rate as exists under the Fourth Amended Credit Agreement. Section 2.42.6
Appears in 1 contract
Competitive Advances. (a) For so long as the Parent maintains a Credit Rating of BBB- or better from S&P or Baa3 or better from Xxxxx'x, subject Subject to the terms and conditions hereof, at any time and from time to time from the Effective Closing Date to but excluding through and including the Termination Maturity Date, and provided that no Default or Event of Default shall have occurred and be continuing, Borrowers may request and each Lender Bank may in its sole and absolute discretion make Competitive Advances to Borrowers Borrower pursuant to Competitive Bids accepted by Borrower in such principal amounts as Borrowers Borrower may request pursuant to a Competitive Bid Request that do not result in (i) the aggregate outstanding principal amount outstanding under Indebtedness evidenced by the Competitive Advance Notes (after giving effect to all amounts requested thereunder) being in excess of an amount equal to 50% of the aggregate amount of the Commitments$750,000,000, and (ii) the aggregate principal amount outstanding under the Notes (after provided that giving effect to all amounts requested thereunder) plus the Letter making of Credit Liabilities being in excess each Competitive Advance, the Outstanding Obligations shall not exceed the Commitment. No Competitive Advance made by any Bank shall relieve that Bank of its Pro Rata Share of the aggregate amount of the Commitmentsundrawn Commitment. (b) Borrowers Borrower shall request Competitive Advances by submitting a duly completed Competitive Bid Request Requests to the Administrative Agent, which Competitive Bid Request shall specify the relevant date, amount and maturity for of the proposed Competitive Advance. Each request shall be for , whether the Competitive Bid requested is an advance on Absolute Rate Bid, a Eurodollar Margin Bid or a Foreign Currency Margin Bid and, in the basis case of a margin over Foreign Currency Margin Bid, the Adjusted Eurodollar Rate and shall have a maturity date equal foreign currency in which the Competitive Advance is to one of the Interest Periods (subject to the limitations therein.) In the event that the Borrowers shall have submitted two (2) Competitive Bid Requests in any calendar month, any additional Competitive Bid Requests during such month shall be accompanied by payment of a nonrefundable $2500 competitive bid request fee for the account of the Agentmade. Any Competitive Advance Bid Request made by telephone shall promptly be confirmed by the delivery to Administrative Agent in person or by telecopier of a LIBOR Loanwritten Competitive Bid Request. The proposed funding date shall be a Business Day. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid Request purportedly made by a Responsible Officer Official of BorrowersBorrower, which hereby agree agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting. The Competitive Bid Request must be received by the Administrative Agent not later than 10:00 a.m. 9:00 a.m., California local time, on a Business Banking Day that is at least four one (41) Business Banking Day prior to the date of the proposed Competitive Advance if an Absolute Rate Bid is requested; if a Eurodollar Margin Bid or Foreign Currency Margin Bid is requested, it must be received by the Administrative Agent five (5) Banking Days prior to the date of the proposed Competitive Advance. (c) Unless the Administrative Agent otherwise agrees, in its sole and absolute discretion, no Competitive Bid Request shall be made by Borrower if Borrower has, within the immediately preceding five (5) Banking Days, submitted another Competitive Bid Request. (d) Each Competitive Bid Request must be made for a Competitive Advance of at least $3,000,000 5,000,000 and shall be in an integral multiple of $1,000,000, provided that Competitive Bid Requests for Foreign Currency Advances may be in any amount which is in excess of $5,000,000. (de) No Competitive Bid Request shall be made for a Competitive Advance with a maturity of less than 7 14 days or more than 360 180 days, or with a maturity date subsequent to the Termination Maturity Date. The Borrowers may request offers to make Competitive Advances for up to six (6) Interest Periods in a single Competitive Bid Request. (ef) The Administrative Agent shall, promptly after receipt of a Competitive Bid Request, notify the Banks thereof by telephone and provide the Lenders Banks a copy thereof by telecopier. Any Lender Bank may, by written notice to the Administrative Agent, advise the Administrative Agent that it elects not to be so notified of Competitive Bid Requests, in which case the Administrative Agent shall not notify such Lender Bank of the Competitive Bid Request. (fg) Each Lender Bank receiving a Competitive Bid Request may, in its sole and absolute discretion, make or not make a Competitive Bid responsive to the Competitive Bid Request. A Lender shall have no obligation to make a Competitive Bid. Each Competitive Bid shall be submitted so as to be received by the Administrative Agent not later than 10:00 7:30 a.m. (or, in the case of the Lender acting as Bank which is also the Administrative Agent, not later than 9:00 7:15 a.m.) California local time, in the case of a Eurodollar Margin Bid or Foreign Currency Margin Bid, on the date which is three four (34) Business Banking Days prior to the requested Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the requested Competitive Advance. Any Competitive Bid received by the Administrative Agent after 10:00 7:30 a.m. (or 9:00 7:15 a.m. in the case of the Lender acting as Bank which is also the Administrative Agent) on such date shall be disregarded for purposes of this Agreement. Any Competitive Bid made by telephone shall promptly be confirmed by the delivery to the Administrative Agent in person or by telecopier of a written Competitive Bid. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic Competitive Bid purportedly made by a Responsible Officer Official of a LenderBank, each of which hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting with respect to that LenderBank. (gh) Each Competitive Bid shall specify the fixed interest rate or the margin over the Adjusted Eurodollar Base Rate or the Foreign Currency Base Rate, as applicable, for the offered Maximum Competitive Advance set forth in the Competitive Bid. The Maximum Competitive Advance offered by a Lender Bank in a Competitive Bid shall not exceed the Competitive Advance requested and may be less than the Competitive Advance requested by Borrowers Borrower in the Competitive Bid Request, but but, if so, shall be an integral multiple of $1,000,000. Any Competitive Bid which offers an interest rate other than a fixed interest rate or a margin over the Adjusted Eurodollar Base Rate or the Foreign Currency Base Rate, is in a form other than as set forth in Exhibit C D or which otherwise contains any term, condition, qualification condition or provision not contained in the Competitive Bid Request (including without limitation a requirement of a minimum advance) or is received after the time set forth in this Section 2.3(g) shall be disregarded for purposes of this Agreement. A Competitive Bid once submitted to the Administrative Agent shall, subject to the terms of Section 4.3 and Article V, shall be irrevocable until 12:00 noon 8:30 a.m. California local time, in the case of a Eurodollar Margin Bid or the Foreign Currency Margin Bid, on the date which is two three (23) Business Banking Days prior to the requested Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Advance set forth in the related Competitive Bid Request, and shall expire by its terms at such time unless accepted by Borrowers on or Borrower prior thereto. (hi) Promptly after 10:00 7:30 a.m. California local time, in the case of a Eurodollar Margin Bid or a Foreign Currency Margin Bid, on the date which is three four (34) Business Banking Days prior to the date of the proposed Competitive Advance and, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Advance, the Administrative Agent shall notify Borrowers Borrower of the names of the Lenders Banks providing Competitive Bids to the Administrative Agent at or before 10:00 7:30 a.m. on that date (or 9:00 7:15 a.m. in the case of the Lender acting as Bank which is also the Administrative Agent) and satisfying the conditions of this Section 2.3 and the Maximum Competitive Advance and fixed interest rate or margin over the Adjusted Eurodollar Base Rate or the Foreign Currency Base Rate set forth by each such Lender Bank in its Competitive Bid. The Administrative Agent shall promptly confirm such notification in writing delivered in person or by telecopier to Borrower. (ij) Borrowers Borrower may, in their its sole and absolute discretiondiscre- tion, reject any or all of the Competitive Bids. If Borrowers accept Borrower accepts any Competitive Bid, by telephone or in writing (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowers), the following shall apply: (ia) Borrowers Borrower must accept all Competitive Absolute Rate Bids at all lower fixed interest rates before accepting any portion of an Absolute Rate Bid at a higher fixed interest rate, (b) Borrower must accept all Eurodollar Margin Bids at all lower margins over the Adjusted Eurodollar Base Rate before accepting any portion of a Competitive Eurodollar Margin Bid at a higher margin over the Adjusted Eurodollar Base Rate, (iic) Borrower must accept all Foreign Currency Margin Bids at all lower margins over the Foreign Currency Base Rate before accepting any portion of a Foreign Currency Margin Bid at a higher margin over the Foreign Currency Base Rate, (d) if two or more Lenders Banks have submitted a Competitive Bid at the same fixed interest rate or margin, then Borrowers Borrower must accept either all of such Competitive Bids or accept such Competitive Bids in the same proportion as the Maximum Competitive Advance of each Lender Bank bears to the aggregate Maximum Competitive Advances of all such LendersBanks, and (iiie) Borrowers Borrower may not accept Competitive Bids for an aggregate amount in excess of the requested Competitive Advance set forth in the Competitive Bid Request, and (iv) the aggregate principal amount of the Competitive Bids accepted must be at least $3,000,000 and shall be in an integral multiple of $1,000,000. Acceptance by Borrowers Borrower of a Competitive Eurodollar Margin Rate Bid or a Foreign Currency Margin Bid must be made prior to 12:00 noon 8:30 a.m. on the date which is two three (23) Business Banking Days prior to the requested Competitive Advance and acceptance by Borrower of an Absolute Rate Bid must be made prior to 8:30 a.m. on the date of the requested Competitive Advance. Acceptance of a Competitive Bid by Borrowers shall be accomplished by telephonic or written notification thereof to the Agent (provided that any acceptance by telephone shall be confirmed promptly by hand delivery or telecopy of such acceptance signed by Borrowers) and Borrower shall be irrevocable upon such notificationcommunication thereof to the Administrative Agent. The Administrative Agent shall promptly notify each of the Lenders Banks whose Competitive Bid has been accepted by Borrowers Borrower by telephone, which notification shall promptly be confirmed in writing delivered in person or by telecopier to such LendersBanks. Any Competitive Bid not accepted by Borrower by 8:30 a.m., in the case of a Eurodollar Margin Bid or rejected by Borrowers by 12:00 noona Foreign Currency Margin Bid, on the date which is three (3) Banking Days prior to the proposed Competitive Advance or, in the case of an Absolute Rate Bid, on the date of the proposed Competitive Bid, shall be deemed rejected. (k) In the case of Eurodollar Margin Bids and Foreign Currency Margin Bids, the Administrative Agent shall determine the Eurodollar Base Rate or the Foreign Currency Base Rate (as the case may be) on the date which is two (2) Business Days prior to the proposed Competitive Advance, shall be deemed rejected. (j) In the case of a Competitive Bid, the Agent shall determine the Adjusted Eurodollar Rate on the date which is two (2) Business Banking Days prior to the date of the proposed Competitive Advance, and shall promptly thereafter notify Borrowers Borrower and the Lenders Banks whose Competitive Bids were accepted by Borrowers Borrower of such Adjusted Eurodollar Base Rate or Foreign Currency Base Rate. (kl) A Lender Bank whose Competitive Bid has been accepted by Borrowers Borrower shall make the Competitive Advance in accordance with the Competitive Bid Request and with its Competitive Bid, subject to the applicable conditions set forth in this Agreement, Agreement by making funds immediately available to the Administrative Agent at the Principal Administrative Agent's Office in the amount of such Competitive Advance not later than 1:00 p.m. 12:00 noon, California local time, on the date set forth in the Competitive Bid Request. The Administrative Agent shall then promptly make available to the Borrowers the aggregate amount of credit the Competitive Advances made available to the Agent by crediting such amount Advance in immediately available funds (and, in the case of each Foreign Currency Margin Bid, in the designated foreign currency) to the account of the Borrowers on the books of such office of AgentDesignated Deposit Account. (lm) The Administrative Agent shall notify Borrowers Borrower and the Lenders Banks promptly after any Competitive Advance is made of the amounts and maturity of such Competitive Advances, Advances and the identity of the Lenders Banks making such Competitive Advances, and the margin over the Adjusted Eurodollar Rate for such Competitive Advances. (mn) The Competitive Advances made by a Lender Bank shall be evidenced by that LenderBank's Competitive Advance Note. (no) Each Competitive Any Bank making a Foreign Currency Advance may, at its option, require as a condition thereto that Borrower issue in favor of such Bank a separate promissory note substantially in the form of Exhibit C (but denominated in the foreign currency) to evidence such Foreign Currency Advance. If the Bank does not so require, the Foreign Currency Advance shall be subject evidenced by that Bank's Competitive Advance Note delivered at the Closing Date with the references therein to all "Dollars" being deemed references to such foreign currency. (p) On or about the last Business Day of each calendar month (but in no event less frequently than once each calendar month), or at such more frequent intervals as the Administrative Agent may reasonably determine, the Administrative Agent shall calculate the Foreign Currency Equivalent in Dollars of any outstanding Foreign Currency Advances. The Administrative Agent shall inform the Borrower and the Banks of such calculation, whereupon the amount of the provisions Outstanding Obligations will be deemed adjusted to give effect thereto, provided that Borrower shall be entitled to two Business Days to make any payments required as a result of this Agreement generally, provided, however, that a Competitive Advance shall not reduce a Lender's Commitment or a Lender's obligation to fund its Commitment Percentage of any Revolving Loan or to participate in Swingline Loans or Letters of Creditsuch calculations. If the Borrowers prepay any Competitive Advance prior to the end of the applicable Interest Period, the Borrowers shall pay all amounts due under Section 4.4. (o) The principal amount of any "Money Market Loans" (as defined in the Fourth Amended Credit Agreement) outstanding as of the date hereof shall continue as Competitive Advances under this Agreement for the balance of the term and at such rate as exists under the Fourth Amended Credit Agreement. Section 2.42.6
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