Common use of Response Procedures Clause in Contracts

Response Procedures. No later than 10:30 a.m. (Los Angeles time) on the proposed funding date the Company shall, in its sole discretion, either: 8 9 (1) Cancel the subject Bid Loan Request by giving the Administrative Agent telephonic notice to such effect, which notice the Administrative Agent will promptly provide to the Lenders; or (2) Accept one or more of the Bid Loan Offers by delivery to the Administrative Agent by facsimile transmission of a duly executed Bid Loan Confirmation setting forth the amount of the Bid Loans to be made by the Lenders (such amount not to exceed for any Lender the amount set forth in the Bid Loan Offer submitted by such Lender or, in the aggregate, the aggregate dollar amount of the related Bid Loan Request). In electing to accept certain Bid Loan Offers, the Company must do so solely on the basis of the pricing offered for the relevant Bid Loan Interest Period and no other criteria. If two or more Lenders submit Bid Loan Offers for identical pricing, the Company shall accept offers from all of such Lenders in amounts allocated among them pro rata in accordance with the dollar amounts offered by such Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirements of Paragraph 5(c)(1) above). In no event may the Company accept a Bid Loan Offer if after the funding of the Bid Loans thereunder more than fifteen (15) Bid Loans having different Bid Loan Interest Periods or interest rates would be outstanding. If the Company elects to accept any Bid Loan Offer, the Administrative Agent shall notify each Lender thereof no later than 11:00 a.m. (Los Angeles time) on the proposed funding date. Each Lender which is to make a Bid Loan shall, on or before 12:00 noon (Los Angeles time) on the proposed funding date make available to the Administrative Agent the amount thereof as provided in Paragraph 7(b)(2) below. In the event the Company rejects some or all Bid Loan Offers solicited in connection with a Bid Loan Request but nevertheless desires to request an equivalent (or lesser) dollar amount of Tranche A Committed Loans to be funded by the Lenders on the date of such rejection, the Company shall so notify the Administrative Agent no later than 10:30 a.m. (Los Angeles time) on the proposed funding date. The Administrative Agent shall notify each Lender thereof no later than 11:00 a.m. (Los Angeles time) on the proposed funding date and, on the terms and subject to the conditions otherwise applicable to the funding of Tranche A Committed Loans hereunder, each of the Lenders shall fund its respective Percentage Share of the requested Tranche A Committed Loans no later than 12:00 noon (Los Angeles time) on such date. All Tranche A Committed Loans funded in lieu of Bid Loans as provided herein shall initially be funded as Effective Federal Funds Rate Loans.

Response Procedures. No later than 10:30 a.m. (Los Angeles time) on the proposed funding date the Company shall, in its sole discretion, either: 8 9 (1) Cancel the subject Bid Loan Request by giving the Administrative Agent telephonic notice to such effect, which notice the Administrative Agent will promptly provide to the Lenders; or (2) Accept one or more of the Bid Loan Offers by delivery to the Administrative Agent by facsimile transmission of a duly executed Bid Loan Confirmation setting forth the amount of the Bid Loans to be made by the Lenders (such amount not to exceed for any Lender the amount set forth in the Bid Loan Offer submitted by such Lender or, in the aggregate, the aggregate dollar amount of the related Bid Loan Request). In electing to accept certain Bid Loan Offers, the Company must do so solely on the basis of the pricing offered for the relevant Bid Loan Interest Period and no other criteria. If two or more Lenders submit Bid Loan Offers for identical pricing, the Company shall accept offers from all of such Lenders in amounts allocated among them pro rata in accordance with the dollar amounts offered by such Lenders (or as nearly pro rata as shall be practicable after giving effect to the requirements of Paragraph 5(c)(1) above). In no event may the Company accept a Bid Loan Offer if after the funding of the Bid Loans thereunder more than fifteen (15) Bid Loans having different Bid Loan Interest Periods or interest rates would be outstanding. If the Company elects to accept any Bid Loan Offer, the Administrative Agent shall notify each Lender thereof no later than 11:00 a.m. (Los Angeles time) on the proposed funding date. Each Lender which is to make a Bid Loan shall, on or before 12:00 noon (Los Angeles time) on the proposed funding date make available to the Administrative Agent the amount thereof as provided in Paragraph 7(b)(2) below. In the event the Company rejects some or all Bid Loan Offers solicited in connection with a Bid Loan Request but nevertheless desires to request an equivalent (or lesser) dollar amount of Tranche A Committed Loans to be funded by the Lenders on the date of such rejection, the Company shall so notify the Administrative Agent no later than 10:30 a.m. (Los Angeles time) on the proposed funding date. The Administrative Agent shall notify each Lender thereof no later than 11:00 a.m. (Los Angeles time) on the proposed funding date and, on the terms and subject to the conditions otherwise applicable to the funding of Tranche A Committed Loans hereunder, each of the Lenders shall fund its respective Percentage Share of the requested Tranche A Committed Loans no later than 12:00 noon (Los Angeles time) on such date. All Tranche A Committed Loans funded in lieu of Bid Loans as provided herein shall initially be funded as Effective Federal Funds Rate Loans.