SUCH NOTICE (A "NOTICE OF COMPETITIVE BID BORROWING") 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; PROVIDED THAT:
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(I)
THE AGGREGATE PRINCIPAL AMOUNT OF EACH COMPETITIVE BID BORROWING
MAY NOT EXCEED THE APPLICABLE AMOUNT SET FORTH IN THE RELATED COMPETITIVE BID
QUOTE REQUEST;
(II)
THE PRINCIPAL AMOUNT OF EACH COMPETITIVE BID BORROWING MUST BE
$5,000,000 OR A LARGER INTEGRAL MULTIPLE OF $1,000,000;
(III)
ACCEPTANCE OF OFFERS MAY ONLY BE MADE ON THE BASIS OF ASCENDING
COMPETITIVE BID MARGINS OR COMPETITIVE BID ABSOLUTE RATES, AS THE CASE MAY BE;
(IV)
THE BORROWER MAY NOT ACCEPT ANY OFFER THAT IS DESCRIBED IN
SUBSECTION 2.03(D)(III) OR THAT OTHERWISE FAILS TO COMPLY WITH THE REQUIREMENTS
OF THIS AGREEMENT; AND
(V)
IMMEDIATELY AFTER SUCH COMPETITIVE BID BORROWING IS MADE, THE
TOTAL OUTSTANDING AMOUNT SHALL NOT EXCEED THE AGGREGATE AMOUNT OF THE
COMMITMENTS.
(G)
ALLOCATION BY ADMINISTRATIVE AGENT.
IF OFFERS ARE MADE BY TWO OR
MORE LENDERS WITH THE SAME COMPETITIVE BID MARGINS OR COMPETITIVE BID ABSOLUTE
RATES, AS THE CASE MAY BE, FOR A GREATER AGGREGATE PRINCIPAL AMOUNT THAN THE
AMOUNT IN RESPECT OF WHICH SUCH OFFERS ARE ACCEPTED FOR THE RELATED INTEREST
PERIOD, THE PRINCIPAL AMOUNT OF COMPETITIVE BID LOANS IN RESPECT OF WHICH SUCH
OFFERS ARE ACCEPTED SHALL BE ALLOCATED BY THE ADMINISTRATIVE AGENT AMONG SUCH
LENDERS AS NEARLY AS POSSIBLE (IN INTEGRAL MULTIPLES OF $1,000,000, AS THE
ADMINISTRATIVE AGENT MAY DEEM APPROPRIATE) IN PROPORTION TO THE AGGREGATE
PRINCIPAL AMOUNTS OF SUCH OFFERS.
DETERMINATIONS BY THE ADMINISTRATIVE AGENT OF
THE AMOUNTS OF COMPETITIVE BID LOANS SHALL BE CONCLUSIVE IN THE ABSENCE OF
MANIFEST ERROR.
SECTION 2.04.
NOTICE TO LENDERS; FUNDING OF LOANS.
(A)
PROMPTLY AFTER RECEIVING A NOTICE OF BORROWING, THE ADMINISTRATIVE
AGENT SHALL NOTIFY EACH LENDER OF THE CONTENTS THEREOF AND OF SUCH LENDER'S
SHARE (IF ANY) OF SUCH BORROWING AND SUCH NOTICE OF BORROWING SHALL NOT
THEREAFTER BE REVOCABLE BY THE BORROWER.
(B)
NOT LATER THAN 2:00 P.M. (NEW YORK CITY TIME) ON THE DATE OF EACH
BORROWING, EACH LENDER PARTICIPATING THEREIN SHALL MAKE AVAILABLE ITS SHARE OF
SUCH BORROWING, IN FEDERAL OR OTHER FUNDS IMMEDIATELY AVAILABLE IN NEW YORK
CITY, TO THE ADMINISTRATIVE AGENT AT ITS ADDRESS SPECIFIED IN OR PURSUANT TO
SECTION 9.01.
UNLESS THE ADMINISTRATIVE AGENT DETERMINES THAT ANY APPLICABLE
CONDITION SPECIFIED IN ARTICLE 3 HAS NOT BEEN SATISFIED, THE ADMINISTRATIVE
AGENT WILL MAKE THE FUNDS SO RECEIVED FROM THE LENDERS AVAILABLE TO THE BORROWER
AT THE ADMINISTRATIVE AGENTS AFORESAID ADDRESS.
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(C)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM A
LENDER BEFORE THE DATE OF ANY BORROWING (OR, IN THE CASE OF A BASE RATE
BORROWING, PRIOR TO 2:00 P.M. (NEW YORK CITY TIME) ON THE DATE OF SUCH
BORROWING) THAT SUCH LENDER WILL NOT MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT
SUCH LENDER'S SHARE OF SUCH BORROWING, THE ADMINISTRATIVE AGENT MAY ASSUME THAT
SUCH LENDER HAS MADE SUCH SHARE AVAILABLE TO THE