OR RATES OF INTEREST PER ANNUM OFFERED FOR EACH BID LOAN, WHICH, IN
THE CASE OF A LIBOR BID LOAN, SHALL BE EXPRESSED AS A PERCENTAGE (ROUNDED TO THE
NEAREST 1/100%) TO BE ADDED TO OR SUBTRACTED FROM THE APPLICABLE LIBOR (THE
"LIBOR BID MARGIN");
(C) THE APPLICABLE INTEREST PERIOD FOR EACH BID LOAN OFFERED BY IT; AND
(D) THE IDENTITY AND THE APPLICABLE LENDING OFFICE OF THE QUOTING LENDER.
(III) ANY COMPETITIVE BID SHALL BE DISREGARDED IF IT:
(A) IS NOT SUBSTANTIALLY IN CONFORMITY WITH EXHIBIT 2.04(B) OR DOES NOT SPECIFY
ALL OF THE INFORMATION REQUIRED BY CLAUSE (II) ABOVE;
(B) CONTAINS QUALIFYING, CONDITIONAL OR SIMILAR LANGUAGE;
(C) PROPOSES TERMS OTHER THAN OR IN ADDITION TO THOSE SET FORTH IN THE
APPLICABLE COMPETITIVE BID REQUEST; OR
(D) ARRIVES AFTER THE TIME SET FORTH IN CLAUSE (I) ABOVE.
(C)
NOT LATER THAN 11:00 A.M. (NEW YORK CITY TIME) (I) TWO BUSINESS DAYS PRIOR
TO THE PROPOSED DATE OF BORROWING, IN THE CASE OF LIBOR BID LOANS AND (II) ON
THE DATE OF SUCH BID BORROWING, IN THE CASE OF ABSOLUTE RATE LOANS, THE BORROWER
SHALL EITHER:
(A) CANCEL SUCH BORROWING BY GIVING THE ADMINISTRATIVE AGENT AND THE LENDERS
NOTICE THEREOF (WHICH NOTICE MAY BE GIVEN BY TELEPHONE, CONFIRMED BY FACSIMILE);
OR
(B) ACCEPT ONE OR MORE OF THE OFFERS MADE BY ANY LENDER OR LENDERS PURSUANT TO
PARAGRAPH (B) ABOVE, IN ITS SOLE DISCRETION, BY GIVING NOTICE (WHICH NOTICE MAY
BE GIVEN BY TELEPHONE, CONFIRMED BY FACSIMILE) (A) TO SUCH LENDER OR LENDERS OF
THE AMOUNT OF EACH BID LOAN (WHICH AMOUNT SHALL BE EQUAL TO OR GREATER THAN THE
MINIMUM AMOUNT, AND EQUAL
60
TO OR LESS THAN THE MAXIMUM AMOUNT, NOTIFIED TO THE BORROWER BY SUCH LENDER FOR
SUCH BID LOAN PURSUANT TO PARAGRAPH (B) ABOVE) TO BE MADE BY EACH SUCH LENDER AS
PART OF SUCH BID BORROWING, AND REJECT ANY REMAINING OFFERS MADE BY THE LENDERS
AND GIVE NOTICE TO THAT EFFECT, AND (B) TO THE ADMINISTRATIVE AGENT OF THE DATE
OF SUCH BORROWING AND THE AGGREGATE AMOUNT THEREOF (WHICH MAY NOT EXCEED THE
APPLICABLE AMOUNT SET FORTH IN THE RELATED COMPETITIVE BID REQUEST); PROVIDED,
HOWEVER, THAT ACCEPTANCE BY THE BORROWER OF OFFERS MAY ONLY BE MADE ON THE BASIS
OF ASCENDING LIBOR BID MARGINS OR ABSOLUTE RATES WITHIN EACH INTEREST PERIOD;
AND, PROVIDED, FURTHER, THAT IF OFFERS ARE MADE BY TWO OR MORE LENDERS WITH THE
SAME LIBOR BID MARGINS OR ABSOLUTE RATES FOR A GREATER AGGREGATE PRINCIPAL
AMOUNT THAN THE AMOUNT FOR WHICH SUCH OFFERS ARE ACCEPTED FOR THE RELATED
INTEREST RATE PERIOD, THE PRINCIPAL AMOUNT OF BID LOANS ACCEPTED SHALL BE
ALLOCATED BY THE BORROWER AMONG SUCH LENDERS AS NEARLY AS POSSIBLE (IN MULTIPLES
NOT LESS THAN $1,000,000) IN PROPORTION TO THE AGGREGATE PRINCIPAL AMOUNT OF
SUCH OFFERS;
provided, however, that in the event the Borrower does not, before the time
stated above, either cancel the proposed Bid Borrowing pursuant to clause (i)
above or accept one or more of the offers