QUOTE.
(III)
THE ADMINISTRATIVE AGENT SHALL REJECT ANY COMPETITIVE BID QUOTE
THAT:
1)
IS NOT SUBSTANTIALLY IN THE FORM OF EXHIBIT C-3 HERETO OR DOES
NOT SPECIFY ALL OF THE INFORMATION REQUIRED BY SECTION 2.14(D)(II),
2)
CONTAINS QUALIFYING, CONDITIONAL OR SIMILAR LANGUAGE, OTHER THAN
ANY SUCH LANGUAGE CONTAINED IN EXHIBIT C-3 HERETO,
3)
PROPOSES TERMS OTHER THAN OR IN ADDITION TO THOSE SET FORTH IN
THE APPLICABLE INVITATION FOR COMPETITIVE BID QUOTES, OR
4)
ARRIVES AFTER THE TIME SET FORTH IN SECTION 2.14(D)(I).
If any Competitive Bid Quote shall be rejected pursuant to this
Section 2.14(d)(iii), then the Administrative Agent shall notify the relevant
Lender of such rejection as soon as practical.
(E)
NOTICE TO BORROWER.
THE ADMINISTRATIVE AGENT SHALL PROMPTLY
NOTIFY THE BORROWER OF THE TERMS (I) OF ANY COMPETITIVE BID QUOTE SUBMITTED BY A
LENDER THAT IS IN ACCORDANCE WITH SECTION 2.14(D) AND (II) OF ANY COMPETITIVE
BID QUOTE THAT AMENDS, MODIFIES OR IS OTHERWISE INCONSISTENT WITH A PREVIOUS
COMPETITIVE BID QUOTE SUBMITTED BY SUCH LENDER WITH RESPECT TO THE SAME
COMPETITIVE BID QUOTE REQUEST.
ANY SUCH SUBSEQUENT COMPETITIVE BID QUOTE SHALL
BE DISREGARDED BY THE ADMINISTRATIVE AGENT UNLESS SUCH SUBSEQUENT COMPETITIVE
BID QUOTE SPECIFICALLY STATES THAT IT IS SUBMITTED SOLELY TO CORRECT A MANIFEST
ERROR IN SUCH FORMER COMPETITIVE BID QUOTE.
THE ADMINISTRATIVE AGENT'S NOTICE
TO THE BORROWER SHALL SPECIFY THE AGGREGATE PRINCIPAL AMOUNT OF COMPETITIVE BID
LOANS FOR WHICH OFFERS HAVE BEEN RECEIVED FOR EACH INTEREST PERIOD SPECIFIED IN
THE RELATED COMPETITIVE BID QUOTE REQUEST AND THE RESPECTIVE
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PRINCIPAL AMOUNTS AND COMPETITIVE LIBOR MARGINS OR ABSOLUTE RATE, AS THE CASE
MAY BE, SO OFFERED.
(F)
ACCEPTANCE AND NOTICE BY BORROWER.
NOT LATER THAN (I) 6:00 P.M.
(CHICAGO TIME) AT LEAST FOUR BUSINESS DAYS PRIOR TO THE PROPOSED BORROWING DATE
IN THE CASE OF A REQUEST FOR A COMPETITIVE LIBOR MARGIN OR (II) 10:00 A.M.
(CHICAGO TIME) ON THE PROPOSED BORROWING DATE, IN THE CASE OF A REQUEST FOR AN
ABSOLUTE RATE (OR, IN EITHER CASE UPON REASONABLE PRIOR NOTICE TO THE LENDERS,
SUCH OTHER TIME AND DATE AS THE BORROWER AND THE ADMINISTRATIVE AGENT MAY
AGREE), THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT OF ITS ACCEPTANCE OR
REJECTION OF THE OFFERS SO NOTIFIED TO IT PURSUANT TO SECTION 2.14(E); PROVIDED,
HOWEVER, THAT THE FAILURE BY THE BORROWER TO GIVE SUCH NOTICE TO THE
ADMINISTRATIVE AGENT SHALL BE DEEMED TO BE A REJECTION OF ALL SUCH OFFERS.
IN
THE CASE OF ACCEPTANCE, SUCH NOTICE (A "COMPETITIVE BID BORROWING NOTICE") SHALL
SPECIFY THE AGGREGATE PRINCIPAL AMOUNT OF OFFERS FOR EACH INTEREST PERIOD THAT
ARE ACCEPTED.
THE BORROWER MAY ACCEPT ANY COMPETITIVE BID QUOTE IN WHOLE OR IN
PART (SUBJECT TO THE TERMS OF SECTION 2.14(D)(III)); PROVIDED THAT:
(I)
THE AGGREGATE PRINCIPAL AMOUNT OF ALL COMPETITIVE BID LOANS TO BE
DISBURSED ON A GIVEN BORROWING DATE MAY NOT EXCEED THE APPLICABLE AMOUNT SET
FORTH IN THE RELATED COMPETITIVE BID QUOTE REQUEST,
(II)
ACCEPTANCE OF OFFERS MAY ONLY BE MADE ON THE BASIS OF ASCENDING
COMPETITIVE LIBOR MARGINS