COMPETITIVE BIDS IN WHOLE (TOGETHER WITH ANY OTHER COMPETITIVE BIDS
AT LOWER ABSOLUTE RATES OR EUROCURRENCY BID MARGINS, AS THE CASE MAY BE,
ACCEPTED FOR SUCH INTEREST PERIOD IN CONFORMITY WITH THE REQUIREMENTS OF SECTION
2.03(E)(III)) WOULD BE TO CAUSE THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF
THE APPLICABLE BID BORROWING TO EXCEED THE AMOUNT SPECIFIED THEREFOR IN THE
RELATED BID REQUEST, THEN, UNLESS OTHERWISE AGREED BY THE BORROWER, THE
ADMINISTRATIVE AGENT AND SUCH LENDERS, SUCH COMPETITIVE BIDS SHALL BE ACCEPTED
AS NEARLY AS POSSIBLE IN PROPORTION TO THE AMOUNT OFFERED BY EACH SUCH LENDER IN
RESPECT OF SUCH INTEREST PERIOD, WITH SUCH ACCEPTED AMOUNTS BEING ROUNDED TO THE
NEAREST WHOLE MULTIPLE OF $1,000,000.
(G)
NOTICE TO LENDERS OF ACCEPTANCE OR REJECTION OF BIDS.
THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER HAVING SUBMITTED A
COMPETITIVE BID WHETHER OR NOT ITS OFFER HAS BEEN ACCEPTED AND, IF ITS OFFER HAS
BEEN ACCEPTED, OF THE AMOUNT OF THE BID LOAN OR BID LOANS TO BE MADE BY IT ON
THE DATE OF THE APPLICABLE BID BORROWING.
ANY COMPETITIVE BID OR PORTION
THEREOF THAT IS NOT ACCEPTED BY THE BORROWER BY THE APPLICABLE TIME SPECIFIED IN
SECTION 2.03(E) SHALL BE DEEMED REJECTED.
(H)
NOTICE OF EUROCURRENCY BASE RATE.
IF ANY BID BORROWING IS TO
CONSIST OF EUROCURRENCY MARGIN LOANS, THE ADMINISTRATIVE AGENT SHALL DETERMINE
THE EUROCURRENCY BASE
RATE FOR THE RELEVANT INTEREST PERIOD, AND PROMPTLY AFTER MAKING SUCH
DETERMINATION, SHALL NOTIFY THE BORROWER AND THE LENDERS THAT WILL BE
PARTICIPATING IN SUCH BID BORROWING OF SUCH EUROCURRENCY BASE RATE.
(I)
FUNDING OF BID LOANS.
EACH LENDER THAT HAS RECEIVED NOTICE
PURSUANT TO SECTION 2.03(G) THAT ALL OR A PORTION OF ITS COMPETITIVE BID HAS
BEEN ACCEPTED BY THE BORROWER SHALL MAKE THE AMOUNT OF ITS BID LOAN(S) AVAILABLE
TO THE ADMINISTRATIVE AGENT IN IMMEDIATELY AVAILABLE FUNDS AT THE ADMINISTRATIVE
AGENT'S OFFICE NOT LATER THAN 12:00 NOON ON THE DATE OF THE REQUESTED BID
BORROWING.
UPON SATISFACTION OF THE APPLICABLE CONDITIONS SET FORTH IN SECTION
4.02, THE ADMINISTRATIVE AGENT SHALL MAKE ALL FUNDS SO RECEIVED AVAILABLE TO THE
BORROWER IN LIKE FUNDS AS RECEIVED BY THE ADMINISTRATIVE AGENT.
(J)
NOTICE OF RANGE OF BIDS.
AFTER EACH COMPETITIVE BID AUCTION
PURSUANT TO THIS SECTION 2.03, THE ADMINISTRATIVE AGENT SHALL NOTIFY EACH LENDER
THAT SUBMITTED A COMPETITIVE BID IN SUCH AUCTION OF THE RANGES OF BIDS SUBMITTED
(WITHOUT THE BIDDER'S NAME) AND ACCEPTED FOR EACH BID LOAN AND THE AGGREGATE
AMOUNT OF EACH BID BORROWING.
2.04
LETTERS OF CREDIT.
(A)
THE LETTER OF CREDIT COMMITMENT.
(I)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, (A) THE L/C
ISSUER AGREES, IN RELIANCE UPON THE AGREEMENTS OF THE LENDERS SET FORTH IN THIS
SECTION 2.04, (1) FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE PERIOD FROM
THE CLOSING DATE UNTIL THE LETTER OF CREDIT EXPIRATION DATE, TO ISSUE LETTERS OF
CREDIT DENOMINATED IN DOLLARS FOR THE ACCOUNT OF THE BORROWER, AND TO AMEND OR
EXTEND LETTERS OF CREDIT PREVIOUSLY ISSUED BY IT, IN ACCORDANCE