LATER THAN 12:00 NOON, NEW YORK CITY TIME, ON THE DAY
OF THE REQUESTED COMPETITIVE BORROWING.
MULTIPLE BIDS WILL BE ACCEPTED BY THE
AGENT.
COMPETITIVE BIDS THAT DO NOT CONFORM SUBSTANTIALLY TO THE FORMAT OF
EXHIBIT A-3 MAY BE REJECTED BY THE AGENT AFTER CONFERRING WITH, AND UPON THE
INSTRUCTION OF, THE BORROWER, AND THE AGENT SHALL NOTIFY THE LENDER MAKING SUCH
NONCONFORMING COMPETITIVE BIDS OF SUCH REJECTION AS SOON AS PRACTICABLE.
EACH
COMPETITIVE BID SHALL REFER TO THIS AGREEMENT AND SPECIFY (X) THE PRINCIPAL
AMOUNT (WHICH SHALL BE IN A MINIMUM PRINCIPAL AMOUNT OF $10,000,000 AND IN AN
INTEGRAL MULTIPLE OF $1,000,000 AND WHICH MAY EQUAL THE ENTIRE PRINCIPAL AMOUNT
OF THE REQUESTED COMPETITIVE BORROWING) OF THE COMPETITIVE LOAN OR LOANS THAT
THE LENDER IS WILLING TO MAKE TO THE BORROWER, (Y) THE COMPETITIVE BID RATE OR
RATES AT WHICH THE LENDER IS PREPARED TO MAKE THE COMPETITIVE LOAN OR LOANS AND
(Z) THE INTEREST PERIOD WITH RESPECT THERETO.
A COMPETITIVE BID SUBMITTED BY A
LENDER PURSUANT TO THIS PARAGRAPH (B) SHALL BE IRREVOCABLE.
(C)
WITH RESPECT TO EACH COMPETITIVE BID REQUEST, THE AGENT SHALL PROMPTLY
NOTIFY THE BORROWER BY FAX OF ALL THE COMPETITIVE BIDS MADE, THE COMPETITIVE BID
RATE AND THE PRINCIPAL AMOUNT OF EACH COMPETITIVE LOAN IN RESPECT OF WHICH A
COMPETITIVE BID WAS MADE AND THE IDENTITY OF THE LENDER THAT MADE EACH
COMPETITIVE BID.
THE AGENT SHALL SEND A COPY OF ALL COMPETITIVE BIDS TO THE
BORROWER FOR ITS RECORDS AS SOON AS PRACTICABLE AFTER COMPLETION OF THE BIDDING
PROCESS SET FORTH IN THIS SECTION.
(D)
THE BORROWER MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, SUBJECT ONLY TO THE
PROVISIONS OF THIS PARAGRAPH (D), ACCEPT OR REJECT ANY COMPETITIVE BID.
THE
BORROWER SHALL NOTIFY THE AGENT BY TELEPHONE, CONFIRMED IN WRITING BY HAND
DELIVERY OR FAX OF A DULY COMPLETED AND EXECUTED COMPETITIVE BID ACCEPT/REJECT
LETTER, WHETHER AND TO WHAT EXTENT IT HAS DECIDED TO ACCEPT OR REJECT ANY OF OR
ALL THE COMPETITIVE BIDS MADE PURSUANT TO ANY COMPETITIVE BID REQUEST (X) IN THE
CASE OF A EURODOLLAR COMPETITIVE BORROWING, NOT LATER THAN 1:00 P.M., NEW YORK
CITY TIME, THREE BUSINESS DAYS BEFORE THE DATE OF THE REQUESTED COMPETITIVE
BORROWING, AND (Y) IN THE CASE OF A FIXED RATE BORROWING, NOT LATER THAN
1:00 P.M., NEW YORK CITY TIME, ON THE DAY OF THE REQUESTED COMPETITIVE
BORROWING; PROVIDED THAT, WITH RESPECT TO ANY COMPETITIVE BID REQUEST, (I) THE
FAILURE BY THE BORROWER TO GIVE SUCH NOTICE SHALL BE DEEMED TO BE A REJECTION OF
ALL THE COMPETITIVE BIDS MADE PURSUANT THERETO, (II) THE BORROWER SHALL NOT
ACCEPT A COMPETITIVE BID MADE AT A PARTICULAR COMPETITIVE BID RATE IF IT HAS
DECIDED TO REJECT A COMPETITIVE BID MADE AT A LOWER COMPETITIVE BID RATE,
(III) THE AGGREGATE
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PRINCIPAL AMOUNT OF THE COMPETITIVE LOANS OFFERED PURSUANT TO THE COMPETITIVE
BIDS ACCEPTED BY THE BORROWER SHALL NOT EXCEED THE PRINCIPAL AMOUNT SPECIFIED IN
THE COMPETITIVE BID REQUEST, (IV) IF THE BORROWER SHALL ACCEPT A