IN ACCORDANCE WITH THIS PARAGRAPH (C)
AND THE AGENT MAY, IN RELIANCE UPON SUCH ASSUMPTION, MAKE AVAILABLE TO THE
BORROWER ON SUCH DATE A CORRESPONDING AMOUNT.
IF AND TO THE EXTENT THAT SUCH
LENDER SHALL NOT HAVE MADE SUCH PORTION AVAILABLE TO THE AGENT, SUCH LENDER AND
THE BORROWER SEVERALLY AGREE TO REPAY TO THE AGENT FORTHWITH ON DEMAND SUCH
CORRESPONDING AMOUNT TOGETHER WITH INTEREST THEREON, FOR EACH DAY FROM THE DATE
SUCH AMOUNT IS MADE AVAILABLE TO THE BORROWER UNTIL THE DATE SUCH AMOUNT IS
REPAID TO THE AGENT AT (I) IN THE CASE OF THE BORROWER, THE INTEREST RATE
APPLICABLE AT THE TIME TO THE LOANS COMPRISING SUCH BORROWING AND (II) IN THE
CASE OF SUCH LENDER, THE FEDERAL FUNDS EFFECTIVE RATE.
IF SUCH LENDER SHALL
REPAY TO THE AGENT SUCH CORRESPONDING AMOUNT, SUCH AMOUNT SHALL CONSTITUTE SUCH
LENDER'S LOAN AS PART OF SUCH BORROWING FOR PURPOSES OF THIS AGREEMENT.
(D)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE BORROWER SHALL
NOT BE ENTITLED TO REQUEST ANY BORROWING IF THE INTEREST PERIOD REQUESTED WITH
RESPECT THERETO WOULD END AFTER THE MATURITY DATE.
SECTION 2.03.
COMPETITIVE BID PROCEDURE.
(A)
IN ORDER TO REQUEST COMPETITIVE
BIDS, THE BORROWER SHALL HAND DELIVER OR TELECOPY TO THE AGENT A DULY COMPLETED
COMPETITIVE BID REQUEST IN THE FORM OF EXHIBIT A-1 HERETO, TO BE RECEIVED BY THE
AGENT (I) IN THE CASE OF A EURODOLLAR COMPETITIVE BORROWING, NOT LATER THAN
1:00 P.M., NEW YORK CITY TIME, FOUR BUSINESS DAYS BEFORE A PROPOSED COMPETITIVE
BORROWING AND (II) IN THE CASE OF A FIXED RATE BORROWING, NOT LATER THAN
1:00 P.M., NEW YORK CITY TIME, ONE BUSINESS DAY BEFORE A PROPOSED COMPETITIVE
BORROWING.
NO ABR LOAN SHALL BE REQUESTED IN, OR MADE PURSUANT TO, A
COMPETITIVE BID REQUEST.
A COMPETITIVE BID REQUEST THAT DOES NOT CONFORM
SUBSTANTIALLY TO THE FORMAT OF EXHIBIT A-1 MAY BE REJECTED IN THE AGENT'S SOLE
DISCRETION, AND THE AGENT SHALL PROMPTLY NOTIFY THE BORROWER OF SUCH REJECTION
BY TELECOPIER.
SUCH REQUEST SHALL IN EACH CASE REFER TO THIS AGREEMENT AND
SPECIFY (X) WHETHER THE BORROWING THEN BEING REQUESTED IS TO BE A EURODOLLAR
BORROWING OR A FIXED RATE BORROWING, (Y) THE DATE OF SUCH BORROWING (WHICH SHALL
BE A BUSINESS DAY) AND THE AGGREGATE PRINCIPAL AMOUNT THEREOF WHICH SHALL BE IN
A MINIMUM PRINCIPAL AMOUNT OF $10,000,000 AND IN AN INTEGRAL MULTIPLE OF
$1,000,000, AND (Z) THE INTEREST PERIOD WITH RESPECT THERETO (WHICH MAY NOT END
AFTER THE MATURITY DATE).
PROMPTLY AFTER ITS RECEIPT OF A COMPETITIVE BID
REQUEST THAT IS NOT REJECTED AS AFORESAID, THE AGENT SHALL INVITE BY TELECOPIER
(IN THE FORM SET FORTH IN EXHIBIT A-2 HERETO) THE LENDERS TO BID, ON THE TERMS
AND CONDITIONS OF THIS AGREEMENT, TO MAKE COMPETITIVE LOANS PURSUANT TO THE
COMPETITIVE BID REQUEST.
COMPETITIVE BORROWINGS MAY NOT BE MADE IN AN AGGREGATE
PRINCIPAL AMOUNT OUTSTANDING AT ANY TIME GREATER THAN THE TOTAL COMMITMENT MINUS
THE REVOLVING CREDIT EXPOSURES AT SUCH TIME.
21
(B)
EACH LENDER MAY, IN ITS SOLE DISCRETION,