FOR
AN AGGREGATE LIMITATION AS PROVIDED IN SUBSECTION (D)(2)(II) ABOVE);
(III)
PROPOSES TERMS OTHER THAN OR IN ADDITION TO THOSE SET FORTH IN
THE APPLICABLE INVITATION FOR MONEY MARKET QUOTES; OR
(IV)
ARRIVES AFTER THE TIME SET FORTH IN SUBSECTION (D)(1).
(E)
NOTICE TO BORROWER. THE ADMINISTRATIVE AGENT SHALL PROMPTLY (AND
IN ANY EVENT WITHIN ONE (1) BUSINESS DAY (OR EURO-CURRENCY BUSINESS DAY IN THE
CASE OF AN IBOR AUCTION) AFTER RECEIPT THEREOF) NOTIFY THE BORROWER IN WRITING
OF THE TERMS (X) OF ANY MONEY MARKET QUOTE SUBMITTED BY A BANK THAT IS IN
ACCORDANCE WITH SUBSECTION (D) AND (Y) OF ANY MONEY MARKET QUOTE THAT AMENDS,
MODIFIES OR IS OTHERWISE INCONSISTENT WITH A PREVIOUS MONEY MARKET QUOTE
SUBMITTED BY SUCH BANK WITH RESPECT TO THE SAME MONEY MARKET QUOTE REQUEST.
ANY
SUCH SUBSEQUENT MONEY MARKET QUOTE SHALL BE DISREGARDED BY THE ADMINISTRATIVE
AGENT UNLESS SUCH SUBSEQUENT MONEY MARKET QUOTE IS SUBMITTED SOLELY TO CORRECT A
MANIFEST ERROR IN SUCH FORMER MONEY MARKET QUOTE OR MODIFIES THE TERMS OF SUCH
PREVIOUS MONEY MARKET QUOTE TO PROVIDE TERMS MORE FAVORABLE TO BORROWER.
THE
ADMINISTRATIVE AGENT'S NOTICE TO THE BORROWER SHALL SPECIFY (A) THE AGGREGATE
PRINCIPAL AMOUNT OF MONEY MARKET LOANS FOR WHICH OFFERS HAVE BEEN RECEIVED FOR
EACH INTEREST PERIOD SPECIFIED IN THE RELATED MONEY MARKET QUOTE REQUEST, (B)
THE RESPECTIVE PRINCIPAL AMOUNTS AND MONEY MARKET MARGINS OR MONEY MARKET
NON-IBOR RATES, AS THE CASE MAY BE, SO OFFERED AND (C) IF APPLICABLE,
LIMITATIONS ON THE AGGREGATE PRINCIPAL AMOUNT OF MONEY MARKET LOANS FOR WHICH
OFFERS IN ANY SINGLE MONEY MARKET QUOTE MAY BE ACCEPTED.
(F)
ACCEPTANCE AND NOTICE BY BORROWER. NOT LATER THAN 1:00 P.M. (NEW
YORK CITY TIME) ON (X) THE THIRD EURO-CURRENCY BUSINESS DAY PRIOR TO, BUT
EXCLUDING, THE PROPOSED
31
DATE OF BORROWING, IN THE CASE OF AN IBOR AUCTION OR (Y) THE PROPOSED DATE OF
BORROWING, IN THE CASE OF AN ABSOLUTE RATE AUCTION (OR, IN EITHER CASE, SUCH
OTHER TIME OR DATE AS THE BORROWER AND THE ADMINISTRATIVE AGENT SHALL HAVE
MUTUALLY AGREED AND SHALL HAVE NOTIFIED TO THE BANKS NOT LATER THAN THE DATE OF
THE MONEY MARKET QUOTE REQUEST FOR THE FIRST IBOR AUCTION OR ABSOLUTE RATE
AUCTION FOR WHICH SUCH CHANGE IS TO BE EFFECTIVE), THE BORROWER SHALL NOTIFY THE
ADMINISTRATIVE AGENT OF ITS ACCEPTANCE OR NON-ACCEPTANCE OF THE OFFERS SO
NOTIFIED TO IT PURSUANT TO SUBSECTION (E). IN THE CASE OF ACCEPTANCE, SUCH
NOTICE (A "NOTICE OF MONEY MARKET BORROWING") SHALL SPECIFY THE AGGREGATE
PRINCIPAL AMOUNT OF OFFERS FOR EACH INTEREST PERIOD THAT ARE ACCEPTED.
THE
BORROWER MAY ACCEPT ANY MONEY MARKET QUOTE IN WHOLE OR IN PART; PROVIDED THAT:
1.
the aggregate principal amount of each Money Market Borrowing may
not exceed the applicable amount set forth in the related Money Market Quote
Request;
2.
the principal amount of each Money Market Borrowing must be
$5,000,000 or a larger multiple of $1,000,000;
3.
the lowest remaining offered Money Market Margin or Money Market
Non-IBOR Rate, as the case may