SHALL BE MADE PRO RATA
IN ACCORDANCE WITH THE AMOUNT OF EACH SUCH COMPETITIVE BID AND (V) EXCEPT
PURSUANT TO CLAUSE (IV) ABOVE, NO COMPETITIVE BID SHALL BE ACCEPTED FOR A
COMPETITIVE LOAN UNLESS SUCH COMPETITIVE LOAN IS IN A MINIMUM PRINCIPAL AMOUNT
OF $5,000,000 AND AN INTEGRAL MULTIPLE OF $1,000,000; PROVIDED FURTHER THAT IF A
COMPETITIVE LOAN MUST BE IN AN AMOUNT LESS THAN $5,000,000 BECAUSE OF THE
PROVISIONS OF CLAUSE (IV) ABOVE, SUCH COMPETITIVE LOAN MAY BE FOR A MINIMUM OF
$1,000,000 OR ANY INTEGRAL MULTIPLE THEREOF, AND IN CALCULATING THE PRO RATA
ALLOCATION OF ACCEPTANCES OF PORTIONS OF MULTIPLE COMPETITIVE BIDS AT A
PARTICULAR COMPETITIVE BID RATE PURSUANT TO CLAUSE (IV) THE AMOUNTS SHALL BE
ROUNDED TO INTEGRAL MULTIPLES OF $1,000,000 IN A MANNER WHICH SHALL BE IN THE
DISCRETION OF THE COMPANY.
A NOTICE GIVEN BY THE COMPANY PURSUANT TO THIS
PARAGRAPH (D) SHALL BE IRREVOCABLE.
(E)
THE GENERAL ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH BIDDING US/UK
LENDER BY TELECOPY WHETHER OR NOT ITS COMPETITIVE BID HAS BEEN ACCEPTED (AND, IF
SO, THE AMOUNT AND COMPETITIVE BID RATE SO ACCEPTED), AND EACH SUCCESSFUL BIDDER
WILL THEREUPON BECOME BOUND, SUBJECT TO THE TERMS AND CONDITIONS HEREOF, TO MAKE
THE COMPETITIVE LOAN IN RESPECT OF WHICH ITS COMPETITIVE BID HAS BEEN ACCEPTED.
(F)
IF THE GENERAL ADMINISTRATIVE AGENT SHALL ELECT TO SUBMIT A COMPETITIVE
BID IN ITS CAPACITY AS A US/UK LENDER, IT SHALL SUBMIT SUCH COMPETITIVE BID
DIRECTLY TO THE COMPANY AT LEAST ONE QUARTER OF AN HOUR EARLIER THAN THE TIME BY
WHICH THE OTHER US/UK LENDERS ARE REQUIRED TO SUBMIT THEIR COMPETITIVE BIDS TO
THE GENERAL ADMINISTRATIVE AGENT PURSUANT TO PARAGRAPH (B) OF THIS
SUBSECTION 5.1.
(G)
ALL NOTICES REQUIRED BY THIS SUBSECTION 5.1 SHALL BE GIVEN IN ACCORDANCE
WITH SUBSECTION 14.2.
SECTION 6.
PROVISIONS RELATING TO THE EXTENSIONS OF CREDIT; FEES AND
PAYMENTS
6.1.
REPAYMENT OF LOANS; EVIDENCE OF DEBT.
(A)
EACH BORROWER HEREBY
UNCONDITIONALLY PROMISES TO PAY TO THE APPLICABLE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF EACH LENDER ON THE TERMINATION DATE (OR SUCH EARLIER DATE ON WHICH
THE LOANS BECOME DUE AND PAYABLE PURSUANT TO SECTION 12) THE THEN UNPAID
PRINCIPAL AMOUNT OF THE LOANS (OTHER THAN COMPETITIVE LOANS) MADE BY SUCH LENDER
TO SUCH BORROWER.
(B)
THE COMPANY HEREBY UNCONDITIONALLY PROMISES TO PAY TO THE GENERAL
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH US/UK LENDER THE THEN UNPAID
PRINCIPAL AMOUNT OF EACH COMPETITIVE LOAN MADE BY SUCH US/UK LENDER ON THE LAST
DAY OF THE INTEREST PERIOD APPLICABLE TO SUCH LOAN (OR SUCH EARLIER DATE ON
WHICH SUCH COMPETITIVE LOAN BECOMES DUE AND PAYABLE PURSUANT TO SECTION 12).
(C)
EXCEPT AS PROVIDED IN SUBSECTION 14.17, THE PRINCIPAL OF EACH LOAN SHALL
BE PAYABLE IN THE CURRENCY IN WHICH SUCH LOAN WAS MADE.
EACH BORROWER HEREBY
FURTHER AGREES TO PAY INTEREST IN SUCH CURRENCY ON THE UNPAID PRINCIPAL AMOUNT
OF THE
41
LOANS MADE TO SUCH BORROWER FROM TIME TO TIME OUTSTANDING FROM THE DATE HEREOF
UNTIL PAYMENT IN FULL THEREOF