OF SUCH OFFERS. ABSENT MANIFEST ERROR, THE DETERMINATION BY THE AGENT OF THE
AMOUNT OF THE BID LOANS ACCEPTED WITH RESPECT TO EACH BANK SHALL BE FINAL.
(G)
THE AGENT SHALL PROMPTLY NOTIFY EACH BANK
HAVING SUBMITTED A BID LOAN QUOTE IF ITS OFFER HAS BEEN ACCEPTED AND, IF SO, OF
THE AMOUNT OF THE BID LOAN OR BID LOANS TO BE MADE BY IT ON THE DATE OF THE
APPLICABLE BID BORROWING.
EACH BANK SO NOTIFIED THAT ITS BID LOAN QUOTE HAS
BEEN ACCEPTED SHALL REMIT THE AMOUNT OF ITS ACCEPTED BID LOAN QUOTE TO THE AGENT
IN IMMEDIATELY AVAILABLE FUNDS NO LATER THAN 2:00 P.M. ON THE DATE OF SUCH BID
BORROWING.
PRIOR TO THE CLOSE OF BUSINESS ON THE DAY OF THE REQUESTED BID
BORROWING, THE AGENT SHALL DISBURSE SUCH FUNDS BY CREDITING THE SAME TO THE
BORROWER'S DEMAND DEPOSIT ACCOUNT MAINTAINED WITH THE AGENT OR IN SUCH OTHER
MANNER AS THE AGENT AND THE BORROWER MAY FROM TIME TO TIME AGREE.
THE AGENT
SHALL HAVE NO OBLIGATION (I) TO DISBURSE THE REQUESTED BID BORROWING IF ANY
CONDITION SET FORTH IN SECTION 2.5 HAS NOT BEEN SATISFIED ON
14
THE DAY OF THE REQUESTED BID BORROWING, OR (II) TO DISBURSE ANY PORTION OF A BID
BORROWING FOR WHICH THE AGENT HAS FAILED TO RECEIVE FUNDS FROM THE APPLICABLE
BANK BY THE TIME SPECIFIED ABOVE.
(H)
THE BORROWER'S OBLIGATION TO REPAY EACH BID
LOAN SHALL BE EVIDENCED BY ONE OR MORE ACCOUNTS OR RECORDS MAINTAINED BY THE
BANK MAKING SUCH BID LOAN IN THE ORDINARY COURSE OF BUSINESS.
(I)
THE BORROWER AND THE BANKS SHALL FROM
TIME SUBMIT TO THE AGENT SUCH INFORMATION AS THE AGENT MAY REASONABLY REQUEST
REGARDING OUTSTANDING BID LOANS, INCLUDING THE AMOUNTS, INTEREST RATES, DATES OF
BORROWING AND MATURITIES THEREOF, FOR THE PURPOSE OF ALLOCATING AMOUNTS RECEIVED
FROM THE BORROWER WITH RESPECT THERETO.
(J)
NOTHING HEREUNDER SHALL OBLIGATE ANY
BANK, OR THE BANKS COLLECTIVELY, TO SUBMIT ANY BID LOAN QUOTES IN RESPONSE TO A
BID BORROWING REQUEST, NOR SHALL ANY PROVISION HEREUNDER OBLIGATE THE BORROWER
TO ACCEPT ANY ONE OR MORE BID LOAN QUOTES.
2.4
LETTERS OF CREDIT.
(A)
GENERALLY.
THE BORROWER MAY FROM TIME TO
TIME ON OR BEFORE THE COMMITMENT TERMINATION DATE REQUEST THAT ANY ISSUING BANK
ISSUE ONE OR MORE IRREVOCABLE STANDBY LETTERS OF CREDIT DENOMINATED IN DOLLARS
(EACH, A "LETTER OF CREDIT") FOR THE ACCOUNT OF THE BORROWER OR SEASIDE.
THE
APPLICABLE ISSUING BANK SHALL GIVE NOTICE OF SUCH REQUEST TO THE AGENT AND EACH
OF THE BANKS PROMPTLY FOLLOWING RECEIPT OF SUCH REQUEST.
NO LETTER OF CREDIT
SHALL BE ISSUED IF (I)(A) IMMEDIATELY FOLLOWING SUCH ISSUANCE, THE L/C AMOUNT
WOULD EXCEED THE L/C SUBLIMIT, OR (B) IF, AFTER THE ISSUANCE OF SUCH LETTER OF
CREDIT, THE AGGREGATE OUTSTANDINGS WOULD EXCEED THE AGGREGATE COMMITMENT AMOUNT
OF BANKS HAVING A COMMITMENT TERMINATION DATE LATER THAN THE EXPIRATION DATE OF
SUCH LETTER OF CREDIT OR (II) SUCH ISSUING BANK HAS RECEIVED WRITTEN NOTICE FROM
ANY BANK, THE AGENT OR THE BORROWER,