TIME, ON THE DATE OF
THE PROPOSED COMPETITIVE BORROWING.
COMPETITIVE BIDS THAT DO NOT CONFORM TO THE
FORM APPROVED BY THE APPLICABLE AGENT MAY BE REJECTED BY THE APPLICABLE AGENT,
AND THE APPLICABLE AGENT SHALL NOTIFY THE APPLICABLE LENDER AS PROMPTLY AS
PRACTICABLE.
EACH COMPETITIVE BID SHALL SPECIFY (I) THE PRINCIPAL AMOUNT
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(WHICH SHALL BE IN AN AMOUNT THAT IS AT LEAST EQUAL TO THE BORROWING MINIMUM AND
AN INTEGRAL MULTIPLE OF THE BORROWING MULTIPLE, AND WHICH MAY EQUAL THE ENTIRE
PRINCIPAL AMOUNT OF THE COMPETITIVE BORROWING REQUESTED BY THE COMPANY) OF THE
COMPETITIVE LOAN OR LOANS THAT THE LENDER IS WILLING TO MAKE, (II) THE
COMPETITIVE BID RATE OR RATES AT WHICH THE LENDER IS PREPARED TO MAKE SUCH LOAN
OR LOANS (EXPRESSED AS A PERCENTAGE RATE PER ANNUM IN THE FORM OF A DECIMAL TO
NO MORE THAN FOUR DECIMAL PLACES) AND (III) THE INTEREST PERIOD APPLICABLE TO
EACH SUCH LOAN AND THE LAST DAY THEREOF.
(C)
THE APPLICABLE AGENT SHALL PROMPTLY NOTIFY THE COMPANY BY TELECOPY OF THE
COMPETITIVE BID RATE AND THE PRINCIPAL AMOUNT SPECIFIED IN EACH COMPETITIVE BID
AND THE IDENTITY OF THE US TRANCHE LENDER THAT SHALL HAVE MADE SUCH COMPETITIVE
BID.
(D)
SUBJECT ONLY TO THE PROVISIONS OF THIS PARAGRAPH, THE COMPANY MAY ACCEPT OR
REJECT ANY COMPETITIVE BID.
THE COMPANY SHALL NOTIFY THE APPLICABLE AGENT BY
TELEPHONE, CONFIRMED BY TELECOPY IN A FORM APPROVED BY THE APPLICABLE AGENT,
WHETHER AND TO WHAT EXTENT IT HAS DECIDED TO ACCEPT OR REJECT EACH COMPETITIVE
BID, (I) IN THE CASE OF A EUROCURRENCY COMPETITIVE BORROWING OR A FIXED RATE
COMPETITIVE BORROWING DENOMINATED IN A DESIGNATED FOREIGN CURRENCY, NOT LATER
THAN 12:00 NOON, LOCAL TIME, THREE BUSINESS DAYS BEFORE THE DATE OF THE PROPOSED
COMPETITIVE BORROWING AND (II) IN THE CASE OF A FIXED RATE REVOLVING BORROWING
DENOMINATED IN US DOLLARS, NOT LATER THAN 10:30 A.M., LOCAL TIME, ON THE DATE OF
THE PROPOSED COMPETITIVE BORROWING; PROVIDED THAT (I) THE FAILURE OF THE COMPANY
TO GIVE SUCH NOTICE SHALL BE DEEMED TO BE A REJECTION OF EACH COMPETITIVE BID,
(II)
THE COMPANY SHALL NOT ACCEPT A COMPETITIVE BID MADE AT A PARTICULAR
COMPETITIVE BID RATE IF SUCH BORROWER REJECTS A COMPETITIVE BID MADE AT A LOWER
COMPETITIVE BID RATE, (III) THE AGGREGATE AMOUNT OF THE COMPETITIVE BIDS
ACCEPTED BY THE COMPANY SHALL NOT EXCEED THE AGGREGATE AMOUNT OF THE REQUESTED
COMPETITIVE BORROWING SPECIFIED IN THE RELATED COMPETITIVE BID REQUEST, (IV) TO
THE EXTENT NECESSARY TO COMPLY WITH CLAUSE (III) ABOVE, THE COMPANY MAY ACCEPT
COMPETITIVE BIDS AT THE SAME COMPETITIVE BID RATE IN PART, WHICH ACCEPTANCE, IN
THE CASE OF MULTIPLE COMPETITIVE BIDS AT SUCH COMPETITIVE BID RATE, 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 AT LEAST THE BORROWING MINIMUM AND AN INTEGRAL MULTIPLE OF THE
BORROWING