OR ABSOLUTE RATES, AS THE CASE MAY BE, AND
(III)
THE BORROWER MAY NOT ACCEPT ANY OFFER THAT IS DESCRIBED IN
SECTION 2.14(D)(III) OR THAT OTHERWISE FAILS TO COMPLY WITH THE REQUIREMENTS OF
THIS AGREEMENT.
(G)
ALLOCATION BY ADMINISTRATIVE AGENT.
IF OFFERS ARE MADE BY TWO OR
MORE LENDERS WITH THE SAME COMPETITIVE LIBOR MARGINS OR ABSOLUTE RATES, AS THE
CASE MAY BE, FOR A GREATER AGGREGATE PRINCIPAL AMOUNT THAN THE AMOUNT IN RESPECT
OF WHICH OFFERS ARE ACCEPTED FOR THE RELATED INTEREST PERIOD, THE PRINCIPAL
AMOUNT OF COMPETITIVE BID LOANS IN RESPECT OF WHICH SUCH OFFERS ARE ACCEPTED
SHALL BE ALLOCATED BY THE ADMINISTRATIVE AGENT AMONG SUCH LENDERS AS NEARLY AS
POSSIBLE (IN SUCH MULTIPLES, NOT GREATER THAN $1,000,000, AS THE ADMINISTRATIVE
AGENT MAY DEEM APPROPRIATE) IN PROPORTION TO THE AGGREGATE PRINCIPAL AMOUNT OF
SUCH OFFERS PROVIDED, HOWEVER, THAT NO LENDER SHALL BE ALLOCATED ANY COMPETITIVE
BID LOAN WHICH IS LESS THAN THE MINIMUM AMOUNT WHICH SUCH LENDER HAS INDICATED
THAT IT IS WILLING TO ACCEPT.
ALLOCATIONS BY THE ADMINISTRATIVE AGENT OF THE
AMOUNTS OF COMPETITIVE BID LOANS SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST
ERROR.
THE ADMINISTRATIVE AGENT SHALL PROMPTLY, BUT IN ANY EVENT ON THE SAME
BUSINESS DAY, NOTIFY EACH LENDER OF ITS RECEIPT OF A COMPETITIVE BID BORROWING
NOTICE AND THE PRINCIPAL AMOUNTS OF THE COMPETITIVE BID LOANS ALLOCATED TO EACH
PARTICIPATING LENDER.
(H)
ADMINISTRATION FEE.
THE BORROWER HEREBY AGREES TO PAY TO THE
ADMINISTRATIVE AGENT AN ADMINISTRATION FEE OF $2,500 PER EACH COMPETITIVE BID
QUOTE REQUEST TRANSMITTED BY THE BORROWER TO THE ADMINISTRATIVE AGENT PURSUANT
TO SECTION 2.14(B).
SUCH ADMINISTRATION FEE SHALL BE PAYABLE MONTHLY IN ARREARS
ON THE FIRST BUSINESS DAY OF EACH MONTH AND ON THE FACILITY TERMINATION DATE (OR
SUCH EARLIER DATE ON WHICH THE AGGREGATE COMMITMENT SHALL TERMINATE OR BE
CANCELLED) FOR ANY PERIOD THEN ENDING FOR WHICH SUCH FEE, IF ANY, SHALL NOT HAVE
BEEN THERETOFORE PAID.
32
(I)
OTHER TERMS.
ANY COMPETITIVE BID LOAN SHALL NOT REDUCE THE
COMMITMENT OF THE LENDER MAKING SUCH COMPETITIVE BID LOAN, AND EACH SUCH LENDER
SHALL CONTINUE TO BE OBLIGATED TO FUND ITS FULL PERCENTAGE OF ALL PRO RATA
ADVANCES UNDER THE FACILITY.
COMPETITIVE BID LOANS SHALL NOT BE PREPAID PRIOR
TO THE END OF THE APPLICABLE INTEREST PERIOD UNLESS THE COMPETITIVE BID LENDER
CONSENTS.
COMPETITIVE BID LOANS MAY NOT BE CONTINUED AND, IF NOT REPAID AT THE
END OF THE INTEREST PERIOD APPLICABLE THERETO, SHALL (SUBJECT TO THE CONDITIONS
SET FORTH IN THIS AGREEMENT) BE REPLACED BY NEW COMPETITIVE BID LOANS MADE IN
ACCORDANCE WITH THIS SECTION 2.14 OR BY RATABLE ADVANCES IN ACCORDANCE WITH
SECTION 2.3.
(J)
DESIGNATED LENDERS.
A LENDER MAY DESIGNATE ITS DESIGNATED LENDER
TO FUND A COMPETITIVE BID LOAN ON ITS BEHALF AS DESCRIBED IN SECTION
2.14(D)(II)(5).
ANY DESIGNATED LENDER WHICH FUNDS A COMPETITIVE BID LOAN SHALL
ON AND AFTER THE TIME OF SUCH FUNDING BECOME THE OBLIGEE UNDER SUCH COMPETITIVE
BID LOAN AND BE ENTITLED TO RECEIVE PAYMENT THEREOF WHEN DUE.
NO LENDER SHALL
BE