pursuant to clause (ii) above, such
Bid Borrowing shall be deemed cancelled and provided further, that in the event
the Borrower accepts one or more of the offers pursuant to clause (ii) above but
does not expressly reject or accept the remaining offers, such remaining offers
shall be deemed rejected.
(D)
(I) IF THE BORROWER ACCEPTS ONE OR MORE OF THE OFFERS TO MAKE BID LOANS
MADE BY ANY LENDER OR LENDERS PURSUANT TO PARAGRAPH (C)(II) ABOVE, EACH SUCH
LENDER SHALL, SUBJECT TO THE SATISFACTION OF THE CONDITIONS PRECEDENT SPECIFIED
IN SECTION 5.02, BEFORE 12:00 NOON (NEW YORK CITY TIME) ON THE DATE OF THE BID
BORROWING, MAKE AVAILABLE TO THE BORROWER AT SUCH LENDER'S LENDING OFFICE SUCH
LENDER'S PORTION OF SUCH BID BORROWING IN SAME DAY FUNDS.
(II) PROMPTLY AFTER ACCEPTING A BID LOAN OFFER ON THE DATE OF EACH BID
BORROWING, THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT OF (A) THE
AGGREGATE AMOUNT OF BID LOANS MADE IN CONNECTION WITH SUCH BID BORROWING (WHICH
AMOUNT MAY NOT EXCEED THE AMOUNT REQUESTED PURSUANT TO SECTION 2.04(A)(II)), (B)
EACH DATE ON WHICH ANY BID LOAN SHALL MATURE, (C) THE PRINCIPAL AMOUNT OF BID
LOANS WHICH SHALL MATURE ON EACH SUCH DATE, (D) THE HIGHEST AND THE LOWEST
COMPETITIVE BID SUBMITTED BY THE LENDERS IN CONNECTION WITH EACH COMPETITIVE BID
REQUEST, AND (E) THE HIGHEST AND THE LOWEST COMPETITIVE BID ACCEPTED BY THE
BORROWER.
(E)
UPON BEING NOTIFIED BY THE BORROWER OF THE AMOUNT OF, AND THE APPLICABLE
INTEREST PERIOD FOR, ANY LIBOR BID LOAN, THE ADMINISTRATIVE AGENT SHALL
DETERMINE LIBOR (AS PROVIDED IN THE DEFINITION OF LIBOR) AND GIVE PROMPT NOTICE
TO THE BORROWER AND THE RELEVANT LENDER OR LENDERS THEREOF.
61
SECTION 2.05.
EVIDENCE OF INDEBTEDNESS.
(A)
EACH LENDER, WITH RESPECT TO
AMOUNTS PAYABLE TO IT HEREUNDER, AND THE ADMINISTRATIVE AGENT, WITH RESPECT TO
ALL AMOUNTS PAYABLE HEREUNDER, SHALL MAINTAIN ON ITS BOOKS IN ACCORDANCE WITH
ITS USUAL PRACTICE, LOAN ACCOUNTS, SETTING FORTH EACH COMMITTED LOAN, AND, IN
THE CASE OF EACH LENDER HAVING MADE A BID LOAN, EACH SUCH BID LOAN, THE
APPLICABLE INTEREST RATE AND THE AMOUNTS OF PRINCIPAL, INTEREST AND OTHER SUMS
PAID AND PAYABLE BY THE BORROWER FROM TIME TO TIME HEREUNDER WITH RESPECT
THERETO; PROVIDED, HOWEVER, THAT THE FAILURE BY ANY LENDER TO RECORD ANY SUCH
AMOUNT ON ITS BOOKS SHALL NOT AFFECT THE OBLIGATIONS OF THE BORROWER WITH
RESPECT THERETO.
IN THE CASE OF ANY DISPUTE, ACTION OR PROCEEDING RELATING TO
ANY AMOUNT PAYABLE HEREUNDER, THE ENTRIES IN EACH SUCH ACCOUNT SHALL BE
CONCLUSIVE EVIDENCE OF SUCH AMOUNT ABSENT MANIFEST ERROR.
(B)
NOTWITHSTANDING THE FOREGOING, IF ANY LENDER SHALL SO REQUEST FOR PURPOSES
OF SECTION 10.08(G), THE OBLIGATION TO REPAY THE COMMITTED LOANS SHALL ALSO BE
EVIDENCED BY A PROMISSORY NOTE IN THE FORM OF EXHIBIT 2.05(B).
(C)
THE OBLIGATION TO REPAY ANY BID LOAN SHALL ALSO, IF SO REQUESTED BY THE
LENDER MAKING SUCH BID LOAN, BE EVIDENCED BY A PROMISSORY NOTE IN THE FORM OF
EXHIBIT 2.05(C).
SECTION 2.06.
TERMINATION