THAN TWELVE DIFFERENT INTEREST PERIODS IN EFFECT IN RESPECT OF ALL COMMITTED
LOANS TOGETHER.
SECTION 2.03.
BID BORROWINGS.
IN ADDITION TO COMMITTED BORROWINGS PURSUANT TO
SECTION 2.01, EACH LENDER SEVERALLY AGREES THAT THE BORROWER MAY, AS SET FORTH
IN SECTION 2.04, FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE PERIOD FROM
THE EFFECTIVE DATE TO THE TERMINATION DATE, REQUEST THE LENDERS TO SUBMIT OFFERS
TO MAKE BID LOANS TO THE BORROWER; PROVIDED, HOWEVER, THAT THE LENDERS MAY, BUT
SHALL HAVE NO OBLIGATION TO, SUBMIT SUCH OFFERS AND THE BORROWER MAY, BUT SHALL
HAVE NO OBLIGATION TO, ACCEPT ANY SUCH OFFERS; AND PROVIDED, FURTHER, THAT AT NO
TIME SHALL THE SUM OF (A) THE AGGREGATE PRINCIPAL AMOUNT OF ALL OUTSTANDING BID
LOANS MADE BY ALL LENDERS PLUS (B) THE AGGREGATE PRINCIPAL AMOUNT OF ALL
OUTSTANDING COMMITTED LOANS EXCEED THE AGGREGATE COMMITMENTS.
SECTION 2.04.
PROCEDURE FOR BID BORROWINGS.
(A)
THE BORROWER MAY REQUEST A
BID BORROWING HEREUNDER BY DELIVERING TO THE ADMINISTRATIVE AGENT AND EACH
LENDER BY FACSIMILE NOT LATER THAN 12:00 NOON (NEW YORK CITY TIME) (I) THREE
BUSINESS DAYS PRIOR TO THE DATE OF THE PROPOSED BORROWING, IN THE CASE OF LIBOR
BID LOANS; AND (II) ONE BUSINESS DAY PRIOR TO THE DATE OF THE PROPOSED
BORROWING, IN THE CASE OF ABSOLUTE RATE BID LOANS, A SOLICITATION FOR BID LOANS
(A "COMPETITIVE BID REQUEST"), IN SUBSTANTIALLY THE FORM OF EXHIBIT 2.04(A),
SPECIFYING:
(A) THE REQUESTED BORROWING DATE, WHICH SHALL BE A BUSINESS DAY;
(B) THE AGGREGATE AMOUNT OF THE BORROWING, WHICH SHALL BE A MINIMUM AMOUNT OF
$5,000,000 OR AN INTEGRAL MULTIPLE OF $1,000,000 IN EXCESS THEREOF;
(C) WHETHER THE BID LOANS REQUESTED ARE LIBOR BID LOANS OR ABSOLUTE RATE BID
LOANS;
(D) THE DURATION OF THE INTEREST PERIOD APPLICABLE TO SUCH BID LOANS, WHICH
SHALL BE NOT LESS THAN FIVE DAYS AND NOT MORE THAN 183 DAYS AND WHICH SHALL NOT
EXTEND BEYOND THE TERMINATION DATE; AND
(E) ANY OTHER TERMS TO BE APPLICABLE TO SUCH BID LOANS.
(B)
(I) EACH LENDER MAY, IN RESPONSE TO A COMPETITIVE BID REQUEST, IN ITS
DISCRETION, IRREVOCABLY SUBMIT TO THE BORROWER A COMPETITIVE BID CONTAINING AN
OFFER OR OFFERS TO MAKE ONE OR MORE BID LOANS.
EACH COMPETITIVE BID MUST BE
SUBMITTED TO THE BORROWER BY FACSIMILE BEFORE 10:00 A.M. (NEW YORK CITY TIME)
(A) TWO BUSINESS DAYS PRIOR TO THE PROPOSED DATE OF BORROWING, IN THE CASE OF A
REQUEST FOR LIBOR BID LOANS AND (B) ON THE PROPOSED DATE OF BORROWING, IN THE
CASE OF A REQUEST FOR ABSOLUTE RATE BID LOANS.
59
(II) EACH COMPETITIVE BID SHALL BE IN SUBSTANTIALLY THE FORM OF EXHIBIT 2.04(B),
SPECIFYING:
(A) THE MINIMUM AMOUNT OF EACH BID LOAN FOR WHICH SUCH COMPETITIVE BID IS BEING
MADE, WHICH SHALL BE $5,000,000 OR AN INTEGRAL MULTIPLE OF $1,000,000 IN EXCESS
THEREOF, AND THE MAXIMUM AMOUNT THEREOF, WHICH MAY NOT EXCEED THE PRINCIPAL
AMOUNT OF BID LOANS FOR WHICH COMPETITIVE BIDS WERE REQUESTED (BUT WHICH MAY
EXCEED SUCH LENDER'S COMMITMENT);
(B) THE RATE