Common use of Competitive Bid Loan Acceptance Clause in Contracts

Competitive Bid Loan Acceptance. The Borrower shall, in turn, by telephone confirmed by telecopy before 11:00 a.m. (New York City time) on the third Business Day prior to the proposed date of such proposed Competitive Bid Loan Borrowing, either (i) irrevocably cancel the Competitive Bid Loan Borrowing Request that requested such Competitive Bid Loan Borrowing by giving the Agent (which shall promptly notify each Lender) telephonic notice (promptly confirmed in writing) to that effect (and, for purposes of this Section, a failure on the part of the Borrower to timely notify the Agent under the terms of this clause shall be deemed to be non-acceptance of all offers so notified to it pursuant to clause (d), above), or (ii) irrevocably accept one or more of the offers made by any Lender or Lenders pursuant to clause (d) above, in its sole discretion, by giving the Agent telephonic notice (and the Agent shall, promptly upon receiving such telephonic notice from the Borrower, notify each Lender whose Competitive Bid Loan quote has been accepted) (promptly confirmed in writing by delivery to the Agent of a Competitive Bid Loan Borrowing Notice) of (A) the Currency or Non-Major Alternate Currency of the Competitive Bid Loan Borrowing to be made, (B) the amount of the Competitive Bid Loan Borrowing to be made on such date, and (C) the amount of the Competitive Bid Loan (which amount shall not be greater than the amount offered by such Lender for such Competitive Bid Loan pursuant to clause (d) above) to be made by such Lender as part of such Competitive Bid Loan Borrowing, and reject any remaining offers made by Lenders pursuant to clause (d) above by giving the Agent (which shall promptly give to the Lenders) notice to that effect; provided, however, that (D) the Borrower shall not accept an offer made at a particular Competitive Bid Rate if the Borrower has decided to reject an offer made in respect of the same Competitive Bid Loan with the same Competitive Bid Loan Maturity Date at a lower Competitive Bid Rate of the type requested by the Borrower, (E) the aggregate principal amount of the Competitive Bid Loan Offers accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Loan Borrowing Request, (F) if the Borrower shall accept an offer or offers made at a particular Competitive Bid Rate but the amount of such offer or offers shall cause the total amount of offers to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Loan Borrowing Request, then the Borrower shall (notwithstanding the minimum offer acceptance amount required by clause (G) below) (1) accept a portion of such offer or offers in an aggregate amount equal to the amount specified in the Competitive Bid Loan Borrowing Request less the amount of all other offers accepted with respect to such Competitive Bid Loan Borrowing Request, and (2) allocate the Competitive Bid Loans in respect of which such offers are accepted among the Lenders submitting such offers as nearly as possible in proportion to the aggregate amount of such offers made by each Lender (provided that if the available principal amount of Competitive Bid Loans to be so allocated is not sufficient to enable Competitive Bid Loans to be so allocated to each such Lender in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, or the Foreign Currency Equivalent thereof, the Borrower shall select the Lenders to be allocated such Competitive Bid Loans in a minimum principal amount of $1,000,000 and round allocations up to the next higher multiple of $1,000,000 (or the Foreign Currency Equivalent thereof) if necessary; provided, further, however, that no Lender shall be required to make a Competitive Bid Loan if, as a result of such allocation, the principal amount of such Lender’s Competitive Bid Loan would be less than $5,000,000 (or the Foreign Currency Equivalent thereof), unless otherwise agreed to by such Lender), (G) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $5,000,000 (except as provided in clause (F) above) and an integral multiple of $1,000,000 and is part of a Competitive Bid Loan Borrowing in a minimum principal amount of $5,000,000 (or, in each case, the Foreign Currency Equivalent thereof), and (H) the Borrower may not accept any offer that is described in clause (c)(ii) of this Section, or that otherwise fails to comply with the requirements of this Agreement. A notice given by the Borrower pursuant to this clause (e)(ii) shall be irrevocable.

Competitive Bid Loan Acceptance. The Borrower requesting such Loans shall, in turn, by telephone confirmed by telecopy before 11:00 a.m. (New York City timex) 4:00 p.m. on the third fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction, or (y) 12:00 p.m. on the date of such proposed Competitive Bid Loan Borrowing, in the case of an Absolute Rate Auction, either (i) irrevocably cancel the Competitive Bid Loan Borrowing Request that requested such Competitive Bid Loan Borrowing by giving the Administrative Agent (which shall promptly notify each Lender) telephonic notice (promptly confirmed in writing) to that effect (and, for purposes of this Section, a failure on the part of the such Borrower to timely notify the Administrative Agent under the terms of this clause shall be deemed to be non-acceptance of all offers so notified to it pursuant to clause (d), ) above), or (ii) irrevocably accept one or more of the offers made by any Lender or Lenders pursuant to clause (d) above, in its sole discretion, by giving the Administrative Agent telephonic notice (and the Administrative Agent shall, promptly upon receiving such telephonic notice from the such Borrower, notify each Lender whose Competitive Bid Loan quote Offer has been accepted) (promptly confirmed in writing by delivery to the Administrative Agent of a Competitive Bid Loan Borrowing Notice) Acceptance, copies of which shall thereafter be forwarded to each of the Lenders of (A) the Currency or Non-Major Alternate Currency of the Competitive Bid Loan Borrowing to be made, (Ba) the amount of the Competitive Bid Loan Borrowing to be made on such date, and (Cb) the amount of the Competitive Bid Loan (which amount shall not be greater than than, but which may be less than, the amount offered by such Lender for such Competitive Bid Loan pursuant to clause (d) above) to be made by such Lender as part of such Competitive Bid Loan Borrowing, and reject any remaining offers made by Lenders pursuant to clause (d) above by giving the Administrative Agent (which shall promptly give to the Lenders) notice to that effect; provided, however, that that (D) the Borrower shall not accept an offer made at a particular Competitive Bid Rate if the Borrower has decided to reject an offer made in respect of the same Competitive Bid Loan with the same Competitive Bid Loan Maturity Date at a lower Competitive Bid Rate of the type requested by the Borrower, (Ec) the aggregate principal amount of the Competitive Bid Loan Offers accepted by the such Borrower shall not exceed the principal amount specified in the Competitive Bid Loan applicable Borrowing Request, (F) if the Borrower shall accept an offer or offers made at a particular Competitive Bid Rate but the amount of such offer or offers shall cause the total amount of offers to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Loan Borrowing Request, then the Borrower shall (notwithstanding the minimum offer acceptance amount required by clause (G) below) (1) accept a portion of such offer or offers in an aggregate amount equal to the amount specified in the Competitive Bid Loan Borrowing Request less the amount of all other offers accepted with respect to such Competitive Bid Loan Borrowing Request, and (2) allocate the Competitive Bid Loans in respect of which such offers are accepted among the Lenders submitting such offers as nearly as possible in proportion to the aggregate amount of such offers made by each Lender (provided that if the available principal amount of Competitive Bid Loans to be so allocated is not sufficient to enable Competitive Bid Loans to be so allocated to each such Lender in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, or the Foreign Currency Equivalent thereof, the Borrower shall select the Lenders to be allocated such Competitive Bid Loans in a minimum principal amount of $1,000,000 and round allocations up to the next higher multiple of $1,000,000 (or the Foreign Currency Equivalent thereof) if necessary; provided, further, however, that no Lender shall be required to make a Competitive Bid Loan if, as a result of such allocation, the principal amount of such Lender’s Competitive Bid Loan would be less than $5,000,000 (or the Foreign Currency Equivalent thereof), unless otherwise agreed to by such Lender), (G) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $5,000,000 (except as provided in clause (F) above) and an integral multiple of $1,000,000 and is part of a Competitive Bid Loan Borrowing in a minimum principal amount of $5,000,000 (or, in each case, the Foreign Currency Equivalent thereof), and (H) the Borrower may not accept any offer that is described in clause (c)(ii) of this Section, or that otherwise fails to comply with the requirements of this Agreement. A notice given by the Borrower pursuant to this clause (e)(ii) shall be irrevocable.

Competitive Bid Loan Acceptance. The Borrower shall, in turn, by telephone confirmed by telecopy before 11:00 a.m. (New York City time) on the third Business Day prior to the proposed date of such proposed Competitive Bid Loan Borrowing, either (ia) irrevocably cancel the Competitive Bid Loan Borrowing Request that requested such Competitive Bid Loan Borrowing by giving the Agent (which shall promptly notify each Lender) telephonic notice (notice, promptly confirmed in writingwriting (and the Agent shall promptly so notify each of the Lenders) to that effect (and, for purposes of this Section, a failure on the part of the Borrower to timely notify the Agent under the terms of this clause shall be deemed to be non-acceptance of all offers Competitive Bid Loan Offers so notified to it the Borrower pursuant to clause (d), aboveSection 2.3.4), or (iib) (i) irrevocably accept accept, in whole or in part, one or more of the offers Competitive Bid Loan Offers made by any Lender or Lenders pursuant to clause (d) aboveSection 2.3.3, in its sole discretion, by giving the Agent telephonic notice (promptly confirmed in writing by delivery to the Agent of a Competitive Bid Loan Acceptance), and the Agent shall, promptly upon receiving such telephonic notice from the Borrower, notify each Lender whose Competitive Bid Loan quote Offer has been accepted) (promptly confirmed , in writing by delivery to the Agent whole or in part, of a Competitive Bid Loan Borrowing Notice) of (A) the Currency or Non-Major Alternate Currency of the Competitive Bid Loan Borrowing to be made, (B) the amount of the Competitive Bid Loan Borrowing to be made on such date, and and (CB) the amount of the Competitive Bid Loan (which amount shall not be greater than the amount offered by such Lender for such Competitive Bid Loan pursuant to clause (d) aboveSection 2.3.3) to be made by such Lender as part of such Competitive Bid Loan Borrowing, and (ii) irrevocably reject any remaining offers Competitive Bid Loan Offers made by Lenders pursuant to clause (d) above Section 2.3.3 by giving the Agent telephonic notice, promptly confirmed in writing (which and the Agent shall promptly give to so notify the Lenders) notice to that effect; provided, however, that (D) the Borrower shall not accept an offer made at a particular Competitive Bid Rate if the Borrower has decided to reject an offer made in respect of the same Competitive Bid Loan with the same Competitive Bid Loan Maturity Date at a lower Competitive Bid Rate of the type requested by the Borrower, (E) the aggregate principal amount of the Competitive Bid Loan Offers accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Loan Borrowing Request, (F) if the Borrower shall accept an offer or offers made at a particular Competitive Bid Rate but the amount of such offer or offers shall cause the total amount of offers to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Loan Borrowing Request, then the Borrower shall (notwithstanding the minimum offer acceptance amount required by clause (G) below) (1) accept a portion of such offer or offers in an aggregate amount equal to the amount specified in the Competitive Bid Loan Borrowing Request less the amount of all other offers accepted with respect to such Competitive Bid Loan Borrowing Request, and (2) allocate the Competitive Bid Loans in respect of which such offers are accepted among the Lenders submitting such offers as nearly as possible in proportion to the aggregate amount of such offers made by each Lender (provided that if the available principal amount of Competitive Bid Loans to be so allocated is not sufficient to enable Competitive Bid Loans to be so allocated to each such Lender in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, or the Foreign Currency Equivalent thereof, the Borrower shall select the Lenders to be allocated such Competitive Bid Loans in a minimum principal amount of $1,000,000 and round allocations up to the next higher multiple of $1,000,000 (or the Foreign Currency Equivalent thereof) if necessary; provided, further, however, that no Lender shall be required to make a Competitive Bid Loan if, as a result of such allocation, the principal amount of such Lender’s Competitive Bid Loan would be less than $5,000,000 (or the Foreign Currency Equivalent thereof), unless otherwise agreed to by such Lender), (G) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $5,000,000 (except as provided in clause (F) above) and an integral multiple of $1,000,000 and is part of a Competitive Bid Loan Borrowing in a minimum principal amount of $5,000,000 (or, in each case, the Foreign Currency Equivalent thereof), and (H) the Borrower may not accept any offer that is described in clause (c)(ii) of this Section, or that otherwise fails to comply with the requirements of this Agreement. A notice given by the Borrower pursuant to this clause (e)(ii) shall be irrevocable.

Competitive Bid Loan Acceptance. The Borrower shall, in turn, by telephone confirmed by telecopy before 11:00 a.m. (New York City time) on the third Business Day prior to the proposed date of such proposed Competitive Bid Loan Borrowing, either (ia) irrevocably cancel the Competitive Bid Loan Borrowing Request that requested such Competitive Bid Loan Borrowing by giving the Agent (which shall promptly notify each Lender) telephonic notice (notice, promptly confirmed in writingwriting (and the Agent shall promptly so notify each of the Lenders) to that effect (and, for purposes of this Section, a failure on the part of the Borrower to timely notify the Agent under the terms of this clause shall be deemed to be non-acceptance of all offers Competitive Bid Loan Offers so notified to it the Borrower pursuant to clause (d), aboveSection 2.3.4), or (iib) (i) irrevocably accept accept, in whole or in part, one or more of the offers Competitive Bid Loan Offers made by any Lender or Lenders pursuant to clause (d) aboveSection 2.3.3, in its sole discretion, by giving the Agent telephonic notice (promptly confirmed in writing by delivery to the Agent of a Competitive Bid Loan Acceptance), and the Agent shall, promptly upon receiving such telephonic notice from the Borrower, notify each Lender whose Competitive Bid Loan quote Offer has been accepted) (promptly confirmed , in writing by delivery to the Agent whole or in part, of a Competitive Bid Loan Borrowing Notice) of (A) the Currency or Non-Major Alternate Currency of the Competitive Bid Loan Borrowing to be made, (B) the amount of the Competitive Bid Loan Borrowing to be made on such date, and and (CB) the amount of the Competitive Bid Loan (which amount shall not be greater than the amount offered by such Lender for such Competitive Bid Loan pursuant to clause (d) aboveSection 2.3.3) to be made by such Lender as part of such Competitive Bid Loan Borrowing, and (ii) irrevocably reject any remaining offers Competitive Bid Loan Offers made by Lenders pursuant to clause (d) above Section 2.3.3 by giving the Agent telephonic notice, promptly confirmed in writing (which and the Agent shall promptly give to so notify the Lenders) notice to that effect; provided, however, that (DA) the Borrower shall not accept an offer made at a particular Competitive Bid Rate if the Borrower has decided to reject an offer made in respect of the same Competitive Bid Loan Borrowing with the same Competitive Bid Loan Maturity Date at and a lower Competitive Bid Rate of the type requested by the BorrowerRate, (EB) the aggregate principal amount of the Competitive Bid Loan Offers accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Loan Borrowing RequestRequest therefor, (FC) if the Borrower shall accept an offer or offers made at a particular Competitive Bid Rate but the amount of such offer or offers shall cause the total amount of offers to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Loan Borrowing RequestRequest therefor, then the Borrower shall (notwithstanding the minimum offer acceptance amount required by clause (G) below)shall (1) accept a portion of such offer or offers in an aggregate amount equal to the amount specified in the Competitive Bid Loan Borrowing Request less the amount of all other offers accepted with respect to such Competitive Bid Loan Borrowing Request, and (2) allocate the Competitive Bid Loans in respect of which such offers are accepted among the Lenders submitting such offers as nearly as possible in proportion to the aggregate amount of such offers made by each Lender (provided provided, that if the available principal amount of Competitive Bid Loans to be so allocated is not sufficient to enable Competitive Bid Loans to be so allocated to each such Lender in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, or the Foreign Currency Equivalent thereof5,000,000, the Borrower number of such Lenders shall select be reduced by the Lenders to be allocated such Agent by lot until the Competitive Bid Loans to be made by such remaining Lenders would be in a minimum principal amount of $1,000,000 and round allocations up to the next higher 5,000,000 or an integral multiple of $1,000,000 (or the Foreign Currency Equivalent in excess thereof) if necessary; provided, further, however, that no Lender shall be required to make a Competitive Bid Loan if, as a result of such allocation, the principal amount of such Lender’s Competitive Bid Loan would be less than $5,000,000 (or the Foreign Currency Equivalent thereof), unless otherwise agreed to by such Lender), (GD) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $5,000,000 (except as provided in clause (F) above) and an integral multiple of $1,000,000 and is part of a Competitive Bid Loan Borrowing in a minimum principal amount of $5,000,000 (or, in each case, the Foreign Currency Equivalent thereof)5,000,000, and (HE) the Borrower may not accept any offer that is described in clause (c)(iib) of this Section, Section 2.3.3 or that otherwise fails to comply with the requirements of this Agreement. A notice given by the Borrower pursuant to this clause (e)(iib) of this Section 2.3.5 shall be irrevocable.

Competitive Bid Loan Acceptance. The Borrower shallwill, in turn, by telephone confirmed by telecopy before 11:00 a.m. at any time prior to 4:00 p.m. (New York City timea) on the third Business Day prior to the proposed date of such proposed Competitive Bid Loan Borrowing, in the case of a LIBOR Auction or (b) on the Business Day prior to the proposed date of Competitive Bid Loan Borrowing, in the case of an Absolute Rate Auction, either (ia) irrevocably cancel the Competitive Bid Loan Borrowing Request that requested such Competitive Bid Loan Borrowing by giving the Administrative Agent (which shall promptly notify each Lender) telephonic notice (promptly confirmed in writing) to that effect (and, for purposes of this Section, a failure on the part of the Borrower to timely notify the Administrative Agent under the terms of this clause Section shall be deemed to be non-acceptance of all offers so notified to it pursuant to clause (dthis Section), above), ; or (iib) irrevocably accept one or more of the offers made by any Lender or Lenders pursuant to clause (d) above, in its sole discretion, Section 2.7.3 by giving the Administrative Agent telephonic notice (and the Administrative Agent shall, promptly upon receiving such telephonic notice from the Borrower, notify each Lender whose Competitive Bid Loan quote Offer has been accepted) (), which telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a Competitive Bid Loan Borrowing Notice) of (A) the Currency or Non-Major Alternate Currency , copies of which shall thereafter be forwarded to each of the Competitive Bid Loan Borrowing to be made, Lenders, of (Bi) the amount of the Competitive Bid Loan Borrowing to be made on such date, and and (Cii) the amount of the Competitive Bid Loan (which amount shall not be greater than than, but which may be less than, the amount offered by such Lender for such Competitive Bid Loan pursuant to clause (d) aboveSection 2.7.3) to be made by such Lender as part of such Competitive Bid Loan Borrowing, and reject any remaining offers made by Lenders pursuant to clause (d) above Section 2.7.3 by giving the Administrative Agent (which shall promptly give to the Lenders) notice to that effect; provided, however, that that (D) the Borrower shall not accept an offer made at a particular Competitive Bid Rate if the Borrower has decided to reject an offer made in respect of the same Competitive Bid Loan with the same Competitive Bid Loan Maturity Date at a lower Competitive Bid Rate of the type requested by the Borrower, (EA) the aggregate principal amount of the Competitive Bid Loan Offers accepted by the Borrower shall not exceed the principal amount specified in the applicable Competitive Bid Loan Borrowing Request, ; and (FB) if the Borrower shall accept an offer or offers made at a particular Competitive Bid Rate but the amount of such offer or offers shall cause the total amount of offers to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Loan Borrowing Request, then the Borrower shall (notwithstanding the minimum offer acceptance amount required by clause (G) below) (1) accept a portion of such offer or offers in an aggregate amount equal to the amount specified in the Competitive Bid Loan Borrowing Request less the amount of all other offers accepted with respect to such Competitive Bid Loan Borrowing Request, and (2) allocate the Competitive Bid Loans in respect of which such offers are accepted among the Lenders submitting such offers as nearly as possible in proportion to the aggregate amount of such offers made by each Lender (provided that if the available principal amount of Competitive Bid Loans to be so allocated is not sufficient to enable Competitive Bid Loans to be so allocated to each such Lender in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, or the Foreign Currency Equivalent thereof, the Borrower shall select the Lenders to be allocated such Competitive Bid Loans in a minimum principal amount of $1,000,000 and round allocations up to the next higher multiple of $1,000,000 (or the Foreign Currency Equivalent thereof) if necessary; provided, further, however, that no Lender shall shall, without its prior written consent (in its sole and absolute discretion), be required to make a Competitive Bid Loan if, as in a result of such allocation, the principal amount of such Lender’s Competitive Bid Loan would be less than $5,000,000 (or the Foreign Currency Equivalent thereof), unless otherwise agreed to by such Lender), (G) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is and in a minimum principal amount integrals of other than $5,000,000 (except as provided in clause (F) above) and an integral multiple of $1,000,000 and is part of a Competitive Bid Loan Borrowing in a minimum principal amount of $5,000,000 (or, in each case, the Foreign Currency Equivalent thereof), and (H) the Borrower may not accept any offer that is described in clause (c)(ii) of this Section, or that otherwise fails to comply with the requirements of this Agreement. A notice given by the Borrower pursuant to this clause (e)(ii) shall be irrevocable1,000,000.

Competitive Bid Loan Acceptance. The Borrower shall, in turn, by telephone confirmed by telecopy ------------------------------- before 11:00 a.m. (x) 4:00 p.m., New York City time) , on the third fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction, or (y) 12:00 (noon), New York City time, on the date of such proposed Competitive Bid Loan Borrowing, in the case of an Absolute Rate Auction, either (i) irrevocably cancel the Competitive Bid Loan Borrowing Request that requested such Competitive Bid Loan Borrowing by giving the Agent (which shall promptly notify each Lender) telephonic notice (promptly confirmed in writing) to that effect (and, for purposes of this Section, a failure on the part of the Borrower to timely notify the Agent under the terms of this clause shall be deemed to be non-acceptance of all offers so notified to it pursuant to clause (d), above), or (ii) irrevocably accept accept, in its sole discretion, but subject to the other provisions of this Section 2.8, any one or more of the ----------- offers made by any Lender or Lenders pursuant to clause (d) above, in ---------- its sole discretion, by giving the Administrative Agent telephonic notice (and the Administrative Agent shall, promptly upon receiving such telephonic notice from the Borrower, notify each Lender whose Competitive Bid Loan quote Offer has been accepted) (promptly confirmed in writing by delivery to the Administrative Agent of a Competitive Bid Loan Borrowing NoticeAcceptance in the form of Exhibit L, copies of which shall --------- thereafter be forwarded to each of the Lenders) of (A) the Currency or Non-Major Alternate Currency of the Competitive Bid Loan Borrowing to be made, (B) the amount of the Competitive Bid Loan Borrowing to be made on such date, andand --- (CB) the amount of the Competitive Bid Loan (which amount shall not be greater than than, but which may be less than, the amount offered by such Lender for such Competitive Bid Loan pursuant to clause (d) above) to be made by such Lender as part of such ---------- Competitive Bid Loan Borrowing, and reject any remaining offers made by Lenders pursuant to clause (d) above by giving the ---------- Administrative Agent (which shall promptly give to the Lenders) notice to that effect; provided, however, thatthat -------- ------- (C) if the Borrower accepts any Competitive Bid Loan Offer, the Borrower must accept Competitive Bid Loan Offers based exclusively upon the successively lowest interest rate and no other criteria. If two or more Lenders submit Competitive Bid Loan Offers with identical interest rates for the same Interest Period and the Borrower accepts any thereof, the Borrower shall, subject to the first three sentences of this paragraph (C), ------------- accept all such Competitive Bid Loan Offers as nearly as possible in proportion to the amounts of such Competitive Bid Loan Offers; provided, that if the amount of Competitive Bid Loan Offers to be -------- so allocated is not sufficient to enable each such Lender to make such Competitive Bid Loan Offer (or portions thereof) in an aggregate principal amount of $10,000,000 or, for amounts in excess thereof, an integral multiple of $1,000,000, the Borrower shall round the Competitive Bid Loan Offers (or portions thereof) allocated to such Lender or Lenders as the Borrower shall select as necessary to the nearest multiple of $1,000,000. (D) the Borrower shall not accept an offer made at a particular Competitive Bid Rate if the Borrower has decided to reject an offer made in respect of the same Competitive Bid Loan with the same Competitive Bid Loan Maturity Date at a lower Competitive Bid Rate of the type requested by the Borrower, (E) the aggregate principal amount of the Competitive Bid Loan Offers accepted by the Borrower shall not exceed the principal amount specified in the applicable Competitive Bid Loan Borrowing Request, (FE) if the Borrower shall accept an offer or offers made at a particular Competitive Bid Rate but the amount of such offer or offers shall cause the total amount of offers to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Loan Borrowing Request, then the Borrower shall (notwithstanding the minimum offer acceptance amount required by clause (G) below) (1) accept a portion of such offer or offers in an aggregate amount equal to the amount specified in the Competitive Bid Loan Borrowing Request less the amount of all other offers accepted with respect to such Competitive Bid Loan Borrowing Request, and (2) allocate the Competitive Bid Loans in respect of which such offers are accepted among the Lenders submitting such offers as nearly as possible in proportion to the aggregate amount of such offers made by each Lender (provided that if the available principal amount of Competitive Bid Loans to be so allocated is not sufficient to enable Competitive Bid Loans to be so allocated to each such Lender in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, or the Foreign Currency Equivalent thereof, the Borrower shall select the Lenders to be allocated such Competitive Bid Loans in a minimum principal amount of $1,000,000 and round allocations up to the next higher multiple of $1,000,000 (or the Foreign Currency Equivalent thereof) if necessary; provided, further, however, that no Lender shall shall, without its prior written consent (in its sole discretion), be required to make a Competitive Bid Loan if, as in a result of such allocation, the principal amount of such Lender’s Competitive Bid Loan would be less than $5,000,000 (or the Foreign Currency Equivalent thereof), unless otherwise agreed to by such Lender),10,000,000 and larger integral multiples of $1,000,000; (GF) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $5,000,000 10,000,000 (except as provided in clause (FD) --------- above) and an integral multiple of $1,000,000 and is part of a Competitive Bid Loan Borrowing in a minimum principal amount of $5,000,000 (or, in each case, the Foreign Currency Equivalent thereof)25,000,000, and (HG) the Borrower may not accept any offer that is described in clause (c)(ii) of this Section, or that -------------- otherwise fails to comply with the requirements of this Agreement. A notice given by the Borrower pursuant to this clause (e)(ii) shall be irrevocable.

Competitive Bid Loan Acceptance. The Borrower shall, in turn, by telephone confirmed by telecopy before 11:00 a.m. (x) 4:00 p.m., New York City time) , on the third fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction, or (y) 12:00 (noon), New York City time, on the date of such proposed Competitive Bid Loan Borrowing, in the case of an Absolute Rate Auction, either (i) irrevocably cancel the Competitive Bid Loan Borrowing Request that requested such Competitive Bid Loan Borrowing by giving the Administrative Agent (which shall promptly notify each Lender) telephonic notice (promptly confirmed in writing) to that effect (and, for purposes of this Section, a failure on the part of the Borrower to timely notify the Administrative Agent under the terms of this clause shall be deemed to be non-acceptance of all offers so notified to it pursuant to clause (d), ) above), or (ii) irrevocably accept accept, in its sole discretion, but subject to the other provisions of this Section 2.8, any one or more of the offers made by any Lender or Lenders pursuant to clause (d) above, in its sole discretion, by giving the Administrative Agent telephonic notice (and the Administrative Agent shall, promptly upon receiving such telephonic notice from the Borrower, notify each Lender whose Competitive Bid Loan quote Offer has been accepted) (promptly confirmed in writing by delivery to the Administrative Agent of a Competitive Bid Loan Borrowing NoticeAcceptance in the form of Exhibit L, copies of which shall thereafter be forwarded to each of the Lenders) of (A) the Currency or Non-Major Alternate Currency of the Competitive Bid Loan Borrowing to be made, (B) the amount of the Competitive Bid Loan Borrowing to be made on such date, and (CB) the amount of the Competitive Bid Loan (which amount shall not be greater than than, but which may be less than, the amount offered by such Lender for such Competitive Bid Loan pursuant to clause (d) above) to be made by such Lender as part of such Competitive Bid Loan Borrowing, and reject any remaining offers made by Lenders pursuant to clause (d) above by giving the Administrative Agent (which shall promptly give to the Lenders) notice to that effect; provided, however, that (C) if the Borrower accepts any Competitive Bid Loan Offer, the Borrower must accept Competitive Bid Loan Offers based exclusively upon the successively lowest interest rate and no other criteria. If two or more Lenders submit Competitive Bid Loan Offers with identical interest rates for the same Interest Period and the Borrower accepts any thereof, the Borrower shall, subject to the first three sentences of this paragraph (C), accept all such Competitive Bid Loan Offers as nearly as possible in proportion to the amounts of such Competitive Bid Loan Offers; provided, that if the amount of Competitive Bid Loan Offers to be so allocated is not sufficient to enable each such Lender to make such Competitive Bid Loan Offer (or portions thereof) in an aggregate principal amount of $10,000,000 or, for amounts in excess thereof, an integral multiple of $1,000,000, the Borrower shall round the Competitive Bid Loan Offers (or portions thereof) allocated to such Lender or Lenders as the Borrower shall select as necessary to the nearest multiple of $1,000,000. (D) the Borrower shall not accept an offer made at a particular Competitive Bid Rate if the Borrower has decided to reject an offer made in respect of the same Competitive Bid Loan with the same Competitive Bid Loan Maturity Date at a lower Competitive Bid Rate of the type requested by the Borrower, (E) the aggregate principal amount of the Competitive Bid Loan Offers accepted by the Borrower shall not exceed the principal amount specified in the applicable Competitive Bid Loan Borrowing Request, (FE) if the Borrower shall accept an offer or offers made at a particular Competitive Bid Rate but the amount of such offer or offers shall cause the total amount of offers to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Loan Borrowing Request, then the Borrower shall (notwithstanding the minimum offer acceptance amount required by clause (G) below) (1) accept a portion of such offer or offers in an aggregate amount equal to the amount specified in the Competitive Bid Loan Borrowing Request less the amount of all other offers accepted with respect to such Competitive Bid Loan Borrowing Request, and (2) allocate the Competitive Bid Loans in respect of which such offers are accepted among the Lenders submitting such offers as nearly as possible in proportion to the aggregate amount of such offers made by each Lender (provided that if the available principal amount of Competitive Bid Loans to be so allocated is not sufficient to enable Competitive Bid Loans to be so allocated to each such Lender in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, or the Foreign Currency Equivalent thereof, the Borrower shall select the Lenders to be allocated such Competitive Bid Loans in a minimum principal amount of $1,000,000 and round allocations up to the next higher multiple of $1,000,000 (or the Foreign Currency Equivalent thereof) if necessary; provided, further, however, that no Lender shall shall, without its prior written consent (in its sole discretion), be required to make a Competitive Bid Loan if, as in a result of such allocation, the principal amount of such Lender’s Competitive Bid Loan would be less than $5,000,000 (or the Foreign Currency Equivalent thereof), unless otherwise agreed to by such Lender),10,000,000 and larger integral multiples of $1,000,000; (GF) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $5,000,000 10,000,000 (except as provided in clause (FD) above) and an integral multiple of $1,000,000 and is part of a Competitive Bid Loan Borrowing in a minimum principal amount of $5,000,000 (or, in each case, the Foreign Currency Equivalent thereof)25,000,000, and (HG) the Borrower may not accept any offer that is described in clause (c)(ii) of this Section, or that otherwise fails to comply with the requirements of this Agreement. A notice given by the Borrower pursuant to this clause (e)(ii) shall be irrevocable.