OR REJECT EACH COMPETITIVE BID, IN THE CASE OF A EURODOLLAR
COMPETITIVE BORROWING, NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME, THREE
BUSINESS DAYS BEFORE THE DATE OF THE PROPOSED COMPETITIVE BORROWING, AND IN THE
CASE OF A FIXED RATE BORROWING, NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME,
ON THE PROPOSED DATE OF THE COMPETITIVE BORROWING; PROVIDED THAT (I) THE FAILURE
OF THE BORROWER TO GIVE SUCH NOTICE SHALL BE DEEMED TO BE A REJECTION OF EACH
COMPETITIVE BID, (II) THE BORROWER SHALL NOT ACCEPT A COMPETITIVE BID MADE AT A
PARTICULAR COMPETITIVE BID RATE IF THE BORROWER REJECTS A COMPETITIVE BID MADE
AT A LOWER COMPETITIVE BID RATE, (III) THE AGGREGATE AMOUNT OF THE COMPETITIVE
BIDS ACCEPTED BY THE BORROWER 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
BORROWER 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 $1,000,000
AND AN INTEGRAL MULTIPLE OF
$1,000,000; PROVIDED FURTHER THAT IF A COMPETITIVE LOAN MUST BE IN AN AMOUNT
LESS THAN $1,000,000 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 DETERMINED BY THE BORROWER.
A NOTICE GIVEN BY THE BORROWER PURSUANT TO
THIS PARAGRAPH SHALL BE IRREVOCABLE.
(E)
THE ADMINISTRATIVE AGENT SHALL PROMPTLY
NOTIFY EACH BIDDING 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,
22
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 ADMINISTRATIVE AGENT SHALL ELECT
TO SUBMIT A COMPETITIVE BID IN ITS CAPACITY AS A LENDER, IT SHALL SUBMIT SUCH
COMPETITIVE BID DIRECTLY TO THE BORROWER AT LEAST ONE QUARTER OF AN HOUR EARLIER
THAN THE TIME BY WHICH THE OTHER LENDERS ARE REQUIRED TO SUBMIT THEIR
COMPETITIVE BIDS TO THE ADMINISTRATIVE AGENT PURSUANT TO PARAGRAPH (B) OF THIS
SECTION.
SECTION 2.05.
Swingline Loans.
(a)
Subject to the terms and conditions set
forth herein, the Swingline Lender agrees to make Swingline Loans to the
Borrower from time to time during the Availability Period, in an aggregate
principal amount at any time outstanding that will not result in (i) the