Common use of Submission and Contents of Competitive Clause in Contracts

Submission and Contents of Competitive. Bid Quotes. (i) Each Bank may submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (d) and must be submitted to the Agent by telex or facsimile transmission at its offices referred to in or pursuant to Section 11.01 not later than (x) 2:00 P.M. (New York City time) on the fourth Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall have mutually agreed and the Agent shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Agent (or any affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to the deadline for the other Banks, in the case of a LIBOR Auction or (y) 15 minutes prior to the deadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles 3 and 4, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Agent given on the instructions of the Borrower.

Submission and Contents of Competitive. Bid QuotesBID LOAN QUOTES. (i) Each Bank Lender may submit one or more Competitive Bid Loan Quotes, each containing an offer to make a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans Loan in response to any Invitation for Competitive Bid QuotesLoan Quote Request. Each Competitive Bid Loan Quote must comply with the requirements of this subsection (dSection 2.03(d) and must be submitted to the Administrative Agent by telex or facsimile transmission telecopy at its offices referred to in or pursuant to Section 11.01 Office not later than (x) 2:00 P.M. (New York City time) 8:00 a.m., Los Angeles time on the fourth Euro-Dollar third Business Day prior to the proposed date of Borrowingborrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time) 7:00 a.m., Los Angeles time on the proposed date of Borrowingborrowing, in the case of a Base Rate Auction, CD Rate Auction or an Absolute Rate Auction (or, in either casecase upon reasonable notice to the Lenders, such other time or and date as the Company Borrower and the Administrative Agent shall have mutually agreed and the Agent shall have notified to the Banks not later than the date of the may agree); PROVIDED that any Competitive Bid Loan Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate an Affiliate of the Administrative Agent) in the capacity of a Bank Lender may be submitted, and may only be submitted, if the Administrative Agent (or such affiliate Affiliate) notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour 7:30 a.m., Los Angeles time on the third Business Day prior to the deadline for the other Banksproposed date of borrowing, in the case of a LIBOR Auction or (y) 15 minutes prior to 6:30 a.m., Los Angeles time on the deadline for the other Banksproposed date of borrowing, in the case of a Base Rate Auction, CD Rate Auction or an Absolute Rate Auction. Subject to Articles 3 Sections 2.14, 2.03(r) and 44.01 hereof, any Competitive Bid Loan Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the written instructions of the Borrower.

Submission and Contents of Competitive. Bid Quotes. (i) Each Bank may submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by telex or facsimile transmission at its offices referred to specified in or pursuant to Section 11.01 9.01 not later than (x) 2:00 12:30 P.M. (New York City time) on the fourth third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company relevant Borrower and the Administrative Agent shall have mutually agreed and the Agent shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Administrative Agent or such affiliate notifies the relevant Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to the deadline for the other Banks, in the case of a LIBOR Auction or (y) 15 minutes prior to the deadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles 3 and 46, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the relevant Borrower.

Submission and Contents of Competitive. Bid Quotes. (ia) Each Applicable Bank may may, in its sole discretion, submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (d) Section 2.3.4 and must be submitted to the Administrative Agent by telex or facsimile transmission telecopy at its offices referred to in or pursuant to Section 11.01 the Administrative Agent's Office not later than (xa) 2:00 P.M. 9:00 a.m. (New York City San Francisco time) on the fourth Euro-Dollar at least three Business Day Days prior to the proposed date of BorrowingBorrowing Date, in the case of a LIBOR Eurodollar Auction or (yb) 9:30 A.M. 9:00 a.m. (New York City San Francisco time) on the proposed date of BorrowingBorrowing Date, in the case of an Absolute Rate Auction (or, in either casecase upon reasonable prior notice to the Applicable Banks, such other time or and date as the Company Borrower and the Administrative Agent shall have mutually agreed and the Agent shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effectivemay agree); provided that Competitive Bid Quotes submitted by the Agent (or any affiliate Bank of the Agent) in the capacity of a Bank may be submitted, and America may only be submitted, submitted if the Agent or such affiliate Bank of America notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to the deadline for the other Banks, in the case of a LIBOR Auction or (y) 15 minutes prior to the deadline for latest time at which the relevant Competitive Bid Quotes must be submitted by the other Applicable Banks, in the case of an Absolute Rate Auction. Subject to Articles 3 IV and 4VIII, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower.. (b) Each Competitive Bid Quote shall be in substantially the form of Exhibit E hereto and shall in any case specify: (i) whether the Competitive Bid Quote applies to a proposed Competitive Facility A Bid Loan or a proposed Competitive Facility B Bid Loan; (ii) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes, (iii) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Facility A Commitment or the Facility B Commitment, as the case may be, of the quoting Bank, (2) must be at least $5,000,000 and an integral multiple of $1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested, (iv) in the case of a Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan, (v) the minimum or maximum amount, if any, of the Competitive Bid Loan which may be accepted by the Borrower, (vi) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan, and (vii) the identity of the quoting Bank. (c) The Administrative Agent shall reject any Competitive Bid Quote that: (i) is not substantially in the form of Exhibit E hereto or does not specify all of the information required by Section 2.3.4(b); (ii) contains qualifying, conditional or similar language, other than any such language contained in Exhibit E hereto; 23

Submission and Contents of Competitive. Bid Quotes. (i) Each Bank may submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (dSection 2.03(d) and must be submitted to the Agent by telex or facsimile transmission at its offices referred to specified in or pursuant to Section 11.01 9.02 not later than (x) 2:00 P.M. (New York City time) on the fourth Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company Borrower and the Agent shall have mutually agreed and the Agent shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Agent (or any affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to the deadline for the other Banks, in the case of a LIBOR Auction or (y) 15 minutes prior to the deadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles 3 and 46, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Agent given on the instructions of the Borrower.

Submission and Contents of Competitive. Bid Quotes. (i) Each Bank may submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (d) and must be submitted to the Agent by telex or facsimile transmission at its offices referred to specified in or pursuant to Section 11.01 9.01 not later than (x) 2:00 P.M. (New York City time) on the fourth Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall have mutually agreed and the Agent shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Agent (or any affiliate of the Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Agent or such affiliate notifies the Borrower Company of the terms of the offer or offers contained therein not later than (x) one hour prior to the deadline for the other Banks, in the case of a LIBOR Auction or (y) 15 minutes prior to the deadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles 3 and 46, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Agent given on the instructions of the BorrowerCompany.

Submission and Contents of Competitive. Bid Quotes. (ia) Each Bank may Except as otherwise provided in Section 2.3.10, each Lender may, in its sole discretion, submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (d) Section 2.3.4 and must be submitted to the Competitive Bid Agent by telex or facsimile transmission telecopy at its offices referred to specified in or pursuant to Section 11.01 Article XIV not later than (xi) 2:00 P.M. 9:00 a.m. (New York City Chicago time) on the fourth Euro-Dollar at least three Business Day Days prior to the proposed date of BorrowingBorrowing Date, in the case of a LIBOR Eurodollar Auction or (yii) 9:30 A.M. 9:00 a.m. (New York City Chicago time) on the proposed date of BorrowingBorrowing Date, in the case of an Absolute Rate Auction (or, in either casecase upon reasonable prior notice to the Lenders, such other time or and date as the Company Borrower and the Administrative Agent shall have mutually agreed and may agree); provided that, if the Administrative Agent shall have notified to the Banks not later than the date of is the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Agent, Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Agent) in the capacity of as a Bank may be submitted, and Lender may only be submitted, submitted if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to the deadline for the other Banks, in the case of a LIBOR Auction or (y) 15 30 minutes prior to the deadline for latest time at which the relevant Competitive Bid Quotes must be submitted by the other Banks, in the case of an Absolute Rate AuctionLenders. Subject to Articles 3 V and 4IX, any Competitive anyCompetitive Bid Quote so made shall be irrevocable except with the written consent of the Competitive Bid Agent given on the instructions of the BorrowerBorrower (if the Borrower is not the Competitive Bid Agent).

Submission and Contents of Competitive. Bid Quotes. (ia) Each Bank may Except as otherwise provided in Section 2.3.10, each Lender may, in its sole discretion, submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (d) Section 2.3.4 and must be submitted to the Competitive Bid Agent by telex or facsimile transmission telecopy at its offices referred to specified in or pursuant to Section 11.01 Article XIV not later than (xi) 2:00 P.M. 9:00 a.m. (New York City Chicago time) on the fourth Euro-Dollar at least three Business Day Days prior to the proposed date of BorrowingBorrowing Date, in the case of a LIBOR Eurodollar Auction or (yii) 9:30 A.M. 9:00 a.m. (New York City Chicago time) on the proposed date of BorrowingBorrowing Date, in the case of an Absolute Rate Auction (or, in either casecase upon reasonable prior notice to the Lenders, such other time or and date as the Company Borrower and the Administrative Agent shall have mutually agreed and may agree); provided that, if the Administrative Agent shall have notified to the Banks not later than the date of is the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Agent, Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Agent) in the capacity of as a Bank may be submitted, and Lender may only be submitted, submitted if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to the deadline for the other Banks, in the case of a LIBOR Auction or (y) 15 30 minutes prior to the deadline for latest time at which the relevant Competitive Bid Quotes must be submitted by the other Banks, in the case of an Absolute Rate AuctionLenders. Subject to Articles 3 V and 4IX, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Competitive Bid Agent given on the instructions of the BorrowerBorrower (if the Borrower is not the Competitive Bid Agent).

Submission and Contents of Competitive. Bid Quotes. (i) Each Bank Lender may submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by telex or facsimile transmission at its offices referred to specified in or pursuant to Section 11.01 9.01 not later than (x) 2:00 P.M. (New York City timePrevailing Eastern Time) on the fourth Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 10:00 A.M. (New York City timePrevailing Eastern Time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company Borrower and the Administrative Agent shall have mutually agreed and the Agent shall have notified to the Banks Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Bank Lender may be submitted, and may only be submitted, if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to the deadline for the other BanksLenders, in the case of a LIBOR Auction or (y) 15 minutes prior to the deadline for the other BanksLenders, in the case of an Absolute Rate Auction. Subject to Articles 3 and 47, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the Borrower.

Submission and Contents of Competitive. Bid Quotes. (i) Each Bank Lender may submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by telex or facsimile transmission at its offices referred to in or pursuant to Section 11.01 not later than (x) 2:00 P.M. (New York City time) on the fourth Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 10:00 A.M. (New York City time) on the third (3rd) Business Day prior to the proposed date of Borrowing, in the case of an Absolute Rate Auction borrowing (or, in either case, or such other time or date as the Company Borrowers and the Administrative Agent shall have mutually agreed and the Agent shall have notified to the Banks Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Person serving as the Administrative Agent (or any affiliate of the Person serving as the Administrative Agent) in the capacity of a Bank Lender may be submitted, and may only be submitted, if the Person serving as the Administrative Agent or such affiliate notifies the Borrower Borrowers of the terms of the offer or offers contained therein not later than one-quarter (x1/4) one hour prior to the deadline for the other Banks, in the case of a LIBOR Auction or (y) 15 minutes prior to the deadline for the other Banks, in the case of an Absolute Rate AuctionLenders. Subject to Articles 3 and 4, any Any Competitive Bid Quote so made shall be irrevocable irrevocable, except with the written consent of the Administrative Agent given on the instructions instruction of the BorrowerBorrowers. Competitive Bid Loans to be funded pursuant to a Competitive Bid Quote may, as provided in Section 11.3(e), be funded by a Lender's Designated Bank. A Lender making a Competitive Bid Quote may, but shall not be required to, specify in its Competitive Bid Quote whether the related Competitive Bid Loans are intended to be funded by such Lender's Designated Bank, as provided in Section 11.3(e).

Submission and Contents of Competitive. Bid Quotes. (i) Each Bank may submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by telex or facsimile transmission at its offices referred to address specified in or pursuant to Section 11.01 9.01 not later than (x) 2:00 P.M. ---- (New York City time) on the fourth Euro-Dollar Business Day prior to before the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company Borrower and the Administrative Agent shall have mutually agreed and the Agent shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to before the deadline for the other Banks, in the case of a LIBOR Auction or (y) 15 minutes prior to before the deadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles 3 and 46, any - - Competitive Bid Quote so made shall not be irrevocable revocable except with the written consent of the Administrative Agent given on the instructions of the Borrower.

Submission and Contents of Competitive. Bid Quotes. (i) Each Bank may may, in its sole discretion, submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (d) Section 2.3.4 and must be submitted to the Agent by telex or facsimile transmission telecopy at its offices referred to specified in or pursuant to Section 11.01 Article XIII not later than (xa) 2:00 P.M. 9:00 a.m. (New York City San Francisco time) on the fourth Euro-Dollar at least three Business Day Days prior to the proposed date of BorrowingBorrowing Date, in the case of a LIBOR Eurodollar Auction or (yb) 9:30 A.M. 9:00 a.m. (New York City San Francisco time) on the proposed date of BorrowingBorrowing Date, in the case of an Absolute Rate Auction (or, in either casecase upon reasonable prior notice to the Banks, such other time or and date as the Company and the Agent shall have mutually agreed and the Agent shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effectivemay agree); provided that Competitive Bid Quotes submitted by the Agent (or any affiliate of the Agent) in the capacity of a Bank may be submitted, and BofA may only be submitted, submitted if the Agent or such affiliate BofA notifies the Borrower Company of the terms of the offer or offers contained therein not later than (x) one hour prior to the deadline for the other Banks, in the case of a LIBOR Auction or (y) 15 minutes prior to the deadline for latest time at which the relevant Competitive Bid Quotes must be submitted by the other Banks, in the case of an Absolute Rate Auction. Subject to Articles 3 IV and 4VIII, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Agent given on the instructions of the Borrower. (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit "E" hereto and shall in any case specify: (a) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes, (b) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (1) may be greater than, less than or equal to the Commitment of the quoting Bank, (2) must be at least $5,000,000 and an integral multiple of $1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans for which offers were requested, (c) in the case of a Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan, (d) the minimum or maximum amount, if any, of the Competitive Bid Loan which may be accepted by the Borrower, (e) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan, and (f) the identity of the quoting Bank. (iii) The Agent shall reject any Competitive Bid Quote that: (a) is not substantially in the form of Exhibit "E" hereto or does not specify all of the information required by Section 2.3.4(ii); (b) contains qualifying, conditional or similar language, other than any such language contained in Exhibit "E" hereto; (c) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (d) arrives after the time set forth in Section 2.3.4(i). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.4(iii), then the Agent shall notify the relevant Bank of such rejection as soon as practical. 2.3.5.

Submission and Contents of Competitive. Bid Quotes. (i) Each Bank may submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by telex or facsimile transmission at its offices office in New York City referred to in or pursuant to Section 11.01 not later than (x) 2:00 P.M. (New York City time) on the fourth Euro-Dollar Currency Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 9:45 A.M. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall have mutually agreed and the Agent shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Administrative Agent or such affiliate notifies the Borrower Company of the terms of the offer or offers contained therein not later than (x) one hour prior to the deadline for the other Banks, in the case of a LIBOR Auction Auction, or (y) 15 minutes prior to the deadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles 3 and 46, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the BorrowerCompany.

Submission and Contents of Competitive. Bid Quotes. (i) Each Bank Lender to which an Invitation for Competitive Bid Quotes is sent may submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (dSection 2.03(d) and must be submitted to the Administrative Agent by telex or facsimile transmission at its offices referred to address specified in or pursuant to Section 11.01 9.01 not later than (x) 2:00 P.M. (New York City time) on the fourth Euro-Dollar Business Day prior to before the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company Borrower and the Administrative Agent shall have mutually agreed and the Agent shall have notified to the Banks Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Bank Lender may be submitted, and may only be submitted, if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to before the deadline for the other BanksLenders, in the case of a LIBOR Auction or (y) 15 minutes prior to before the deadline for the other BanksLenders, in the case of an Absolute Rate Auction. Subject to Articles Article 3 and 46, any Competitive Bid Quote so made shall not be irrevocable revocable except with the written consent of the Administrative Agent given on the instructions of the Borrower.

Submission and Contents of Competitive. Bid Quotes. (i) Each Bank may submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by telex or facsimile transmission at its offices referred to address specified in or pursuant to Section 11.01 9.01 not later than (x) 2:00 P.M. (New York City time) on the fourth Euro-Dollar Business Day prior to before the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company Borrower and the Administrative Agent shall have mutually agreed and the Agent shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to before the deadline for the other Banks, in the case of a LIBOR Auction or (y) 15 minutes prior to before the deadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles 3 and 46, any Competitive Bid Quote so made shall not be irrevocable revocable except with the written consent of the Administrative Agent given on the instructions of the Borrower.

Submission and Contents of Competitive. Bid Loan Quotes. (i) Each Bank Lender may submit one or more Competitive Bid Loan Quotes, each containing an offer to make a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans Loan in response to any Invitation for Competitive Bid QuotesLoan Quote Request. Each Competitive Bid Loan Quote must comply with the requirements of this subsection (dSection 2.03(d) and must be submitted to the Administrative Agent by telex or facsimile transmission telecopy at its offices referred to in or pursuant to Section 11.01 Office not later than (x) 2:00 P.M. (New York City time) 8:00 a.m., Los Angeles time on the fourth Euro-Dollar third Business Day prior to the proposed date of Borrowingborrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time) 7:00 a.m., Los Angeles time on the proposed date of Borrowingborrowing, in the case of a Base Rate Auction, CD Rate Auction or an Absolute Rate Auction (or, in either casecase upon reasonable notice to the Lenders, such other time or and date as the Company Borrower and the Administrative Agent shall have mutually agreed and the Agent shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effectivemay agree); provided that any Competitive Bid Quotes Loan Quote submitted by the Administrative Agent (or any affiliate an Affiliate of the Administrative Agent) in the capacity of a Bank Lender may be submitted, and may only be submitted, if the Administrative Agent (or such affiliate Affiliate) notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour 7:30 a.m., Los Angeles time on the third Business Day prior to the deadline for the other Banksproposed date of borrowing, in the case of a LIBOR Auction or (y) 15 minutes prior to 6:30 a.m., Los Angeles time on the deadline for the other Banksproposed date of borrowing, in the case of a Base Rate Auction, CD Rate Auction or an Absolute Rate Auction. Subject to Articles 3 Sections 2.14, 2.03(r) and 44.01 hereof, any Competitive Bid Loan Quote so made shall be 19 28 irrevocable except with the written consent of the Administrative Agent given on the written instructions of the Borrower.. (ii) Each Competitive Bid Loan Quote shall be substantially in the form of Exhibit C hereto and shall in any case specify: (A) The proposed date of borrowing, the proposed currency and the Interest Period therefor; (B) The principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount shall be a Dollar Equivalent of at least $5,000,000 or a higher integral multiple of $1,000,000; provided that the aggregate principal amount of all Competitive Bid Loans for which a Lender submits Competitive Bid Loan Quotes (x) may be greater than, less than or equal to the Revolving Credit Committed Amount of such Lender but (y) may not exceed the principal amount of the Competitive Bid Borrowing for which offers were requested in the related Competitive Bid Loan Quote Request; (C) In the case of a LIBOR Auction, the margin above (or, if a negative margin is offered, below) the applicable LIBOR Rate (the "LIBOR-based Margin") offered for each such Competitive Bid Loan, expressed as a percentage (rounded upwards, if necessary, to the nearest 1/10,000th of 1%) to be added to the applicable LIBOR Rate; (D) In the case of a CD Rate Auction, the margin above (or, if a negative margin is offered, below) the applicable CD Rate (the "CD Rate Margin") offered for each such Competitive Bid Loan expressed as a percentage (rounded upward, if necessary, to the nearest 1/10,000th of 1%) to be added to the applicable CD Rate; (E) In the case of a Base Rate Auction, the margin above (or, if a negative margin is offered, below) the applicable Base Rate (the "Base Rate Margin") offered for each such Competitive Bid Loan, expressed as a percentage (rounded upward, if necessary, to the nearest 1/10,000th of 1%) to be added to the applicable Base Rate; (F) In the case of an Absolute Rate Auction, the rate of interest per annum, calculated on the basis of a 360-day year (rounded upwards, if necessary, to the nearest 1/10,000th of 1%) (the "Absolute Rate") offered for each such Competitive Bid Loan; and (G) The identity of the quoting Lender. (iii) No Competitive Bid Loan Quote shall contain qualifying, conditional or similar language or propose terms other than or in addition to those set forth in the applicable Competitive Bid Loan Quote Request and, in particular, no Competitive Bid Loan Quote may be conditioned upon acceptance by the Borrower of all (or some specified minimum) of the principal amount of the Competitive Bid Loan for which such Competitive Bid Loan Quote is being made, and the Administrative Agent shall disregard any Competitive Bid Loan Quote that contains such language or terms or conditions or that arrives at the Administrative Agent's Office after the time set forth for submission of Competitive Bid Loan Quotes in Section 2.03(d)(i) hereof. (e)

Submission and Contents of Competitive. Bid Quotes. (i) Each Bank Lender may submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by telex or facsimile transmission at its offices referred to specified in or pursuant to Section 11.01 10.01 not later than (x) 2:00 P.M. 9:30 A.M. (New York City time) on the fourth third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company applicable Borrower and the Administrative Agent shall have mutually agreed and the Agent shall have notified to the Banks Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Bank Lender may be submitted, and may only be submitted, if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to the deadline for the other BanksLenders, in the case of a LIBOR Auction or (y) 15 minutes prior to the deadline for the other BanksLenders, in the case of an Absolute Rate Auction. Subject to Articles 3 and 46, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the applicable Borrower.

Submission and Contents of Competitive. Bid Quotes. (i) Each Bank may submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (d2.03(d) and must be submitted to the Administrative Agent by telex or facsimile transmission at its offices address referred to in or pursuant to Section 11.01 not later than (x) 2:00 P.M. (New York City time) on the fourth Euro-Dollar Business Day prior to before the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company Borrower and the Administrative Agent shall have mutually agreed and the Agent shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Bank may be submitted, and may only be submitted, if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to before the deadline for the other Banks, in the case of a LIBOR Auction or (y) 15 minutes prior to before the deadline for the other Banks, in the case of an Absolute Rate Auction. Subject to Articles 3 and 48, any Competitive Bid Quote so made shall not be irrevocable revocable except with the written consent of the Administrative Agent given on the instructions of the Borrower.

Submission and Contents of Competitive. Bid Quotes. (i) Each Bank Lender may submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by telex or facsimile transmission at its offices referred to specified in or pursuant to Section 11.01 10.01 not later than (x) 2:00 P.M. 9:30 A.M. (New York City time)(or 9:30 A.M. (London time) in the case of an Alternative Currency Borrowing) on the fourth third Euro-Dollar Business Day prior to the proposed date of Borrowing (or in the case of an Alternative Currency Borrowing, the third Eurocurrency Business Day), in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time) (or 9:30 A.M. (London time) in the case of an Alternative Currency Borrowing) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company applicable Borrower and the Administrative Agent shall have mutually agreed and the Agent shall have notified to the Banks Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Administrative Agent) in the capacity of a Bank Lender may be submitted, and may only be submitted, if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to the deadline for the other BanksLenders, in the case of a LIBOR Auction or (y) 15 minutes prior to the deadline for the other BanksLenders, in the case of an Absolute Rate Auction. Subject to Articles 3 and 46, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of the applicable Borrower.

Submission and Contents of Competitive. Bid Quotes. (i) Each Bank Lender may submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by telex or facsimile transmission at its offices referred to in or pursuant to Section 11.01 not later than (x) 2:00 P.M. (New York City time) on the fourth Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time) on the third (3rd) Business Day prior to the proposed date of Borrowing, in the case of an Absolute Rate Auction Borrowing (or, in either case, or such other time or date as the Company Borrower and the Administrative Agent shall have mutually agreed and the Agent shall have notified to the Banks Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Competitive Bid Quotes submitted by the Person serving as the Administrative Agent (or any affiliate of the Person serving as the Administrative Agent) in the capacity of a Bank Lender may be submitted, and may only be submitted, if the Person serving as the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than one-quarter (x1/4) one hour prior to the deadline for the other Banks, in the case of a LIBOR Auction or (y) 15 minutes prior to the deadline for the other Banks, in the case of an Absolute Rate AuctionLenders. Subject to Articles 3 and 4, any Any Competitive Bid Quote so made shall be irrevocable except with irrevocable. Competitive Bid Loans to be funded pursuant to a Competitive Bid Quote may, as provided in Section 14.1(f), be funded by a Lender's Designated Bank. A Lender making a Competitive Bid Quote may, but shall not be required to, specify in its Competitive Bid Quote whether the written consent of the Agent given on the instructions of the Borrowerrelated Competitive Bid Loans are intended to be funded by such Lender's Designated Bank, as provided in Section 14.1(f).

Submission and Contents of Competitive. Bid Quotes. (i) Each Bank may Except as otherwise provided in Section 2.3.10, each Lender may, in its sole discretion, submit a Competitive Bid Quote containing an offer or offers to make Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must comply with the requirements of this subsection (d) Section 2.3.4 and must be submitted to the Competitive Bid Agent by telex or facsimile transmission telecopy at its offices referred to specified in or pursuant to Section 11.01 Article XIV not later than (xi) 2:00 P.M. 9:00 a.m. (New York City Chicago time) on the fourth Euro-Dollar at least three Business Day Days prior to the proposed date of BorrowingBorrowing Date, in the case of a LIBOR Eurodollar Auction or (yii) 9:30 A.M. 9:00 a.m. (New York City Chicago time) on the proposed date of BorrowingBorrowing Date, in the case of an Absolute Rate Auction (or, in either casecase upon reasonable prior notice to the Lenders, such other time or and date as the Company Borrower and the Administrative Agent shall have mutually agreed and may agree); provided that, if the Administrative Agent shall have notified to the Banks not later than the date of is the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Agent, Competitive Bid Quotes submitted by the Administrative Agent (or any affiliate of the Agent) in the capacity of as a Bank may be submitted, and Lender may only be submitted, submitted if the Administrative Agent or such affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than (x) one hour prior to the deadline for the other Banks, in the case of a LIBOR Auction or (y) 15 30 minutes prior to the deadline for latest time at which the relevant Competitive Bid Quotes must be submitted by the other Banks, in the case of an Absolute Rate AuctionLenders. Subject to Articles 3 V and 4IX, any Competitive Bid Quote so made shall be irrevocable except with the written consent of the Competitive Bid Agent given on the instructions of the Borrower (if the Borrower is not the Competitive Bid Agent). (b) Each Competitive Bid Quote shall be in substantially the form of Exhibit B and shall in any case specify: (i) the proposed Borrowing Date, which shall be the same as that set forth in the applicable Invitation for Competitive Bid Quotes; (ii) the principal amount of the Competitive Bid Loan for which each such offer is being made, which principal amount (A) may be greater than, less than or equal to the Commitment of the quoting Lender, (B) must be in an integral multiple of $1,000,000 and (C) may not exceed the principal amount of Competitive Bid Loans for which offers were requested; (iii) in the case of a Eurodollar Auction, the Competitive Bid Margin offered for each such Competitive Bid Loan; (iv) the minimum amount, if any, of the Competitive Bid Loan which may be accepted by the Borrower, which amount shall not be less than $1,000,000; (v) in the case of an Absolute Rate Auction, the Absolute Rate offered for each such Competitive Bid Loan; (vi) the maximum aggregate amount, if any, of Competitive Bid Loans offered by the quoting Lender which may be accepted by the Borrower; and (vii) the identity of the quoting Lender. (c) The Competitive Bid Agent shall reject any Competitive Bid Quote that: (i) is not substantially in the form of Exhibit B or does not specify all of the information required by Section 2.3.4(b); (ii) contains qualifying, conditional or similar language, other than any such language contained in Exhibit B; (iii) proposes terms other than or in addition to those set forth in the applicable Invitation for Competitive Bid Quotes; or (iv) arrives after the time set forth in Section 2.3.4(a). If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.4(c), then the Competitive Bid Agent shall notify the relevant Lender of such rejection as soon as practical and (if the Administrative Agent is the Competitive Bid Agent) shall promptly send a copy of the rejected Competitive Bid Quote to the Borrower. 2.3.5.