FOR EACH DAY DURING THE PERIOD COMMENCING ON
THE DATE OF DEMAND AND ENDING ON THE DATE SUCH AMOUNT IS RECEIVED.
ON THE
FACILITY TERMINATION DATE, THE BORROWER SHALL REPAY IN FULL THE OUTSTANDING
PRINCIPAL BALANCE OF THE SWING LINE LOANS.
2.14
COMPETITIVE BID LOANS.
(A)
COMPETITIVE BID OPTION.
IN ADDITION TO RATABLE ADVANCES PURSUANT
TO SECTION 2.3, BUT SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT
(INCLUDING, WITHOUT LIMITATION THE LIMITATION SET FORTH IN SECTION 2.1 AS TO THE
MAXIMUM AMOUNT OF ALL LOANS NOT EXCEEDING THE AGGREGATE COMMITMENT), THE
BORROWER MAY, AS SET FORTH IN THIS SECTION 2.14, REQUEST THE LENDERS, PRIOR TO
THE FACILITY TERMINATION DATE, TO MAKE OFFERS TO MAKE COMPETITIVE BID LOANS TO
THE BORROWER.
EACH LENDER MAY, BUT SHALL HAVE NO OBLIGATION TO, MAKE SUCH
OFFERS AND THE BORROWER MAY, BUT SHALL HAVE NO OBLIGATION TO, ACCEPT ANY SUCH
OFFERS IN THE MANNER SET FORTH IN THIS SECTION 2.14.
COMPETITIVE BID LOANS
SHALL BE EVIDENCED BY THE COMPETITIVE BID NOTES.
IN NO EVENT SHALL THE
AGGREGATE OF ALL COMPETITIVE BID LOANS OUTSTANDING AT ANY TIME EXCEED 50% OF THE
AGGREGATE COMMITMENT.
(B)
COMPETITIVE BID QUOTE REQUEST.
WHEN THE BORROWER WISHES TO
REQUEST OFFERS TO MAKE COMPETITIVE BID LOANS UNDER THIS SECTION 2.14, IT SHALL
TRANSMIT TO THE ADMINISTRATIVE AGENT BY TELECOPY A COMPETITIVE BID QUOTE REQUEST
SUBSTANTIALLY IN THE FORM OF EXHIBIT C-1 HERETO SO AS TO BE RECEIVED NO LATER
THAN (I) 10:00 A.M. (CHICAGO TIME) AT LEAST FIVE BUSINESS DAYS PRIOR TO THE
BORROWING DATE PROPOSED THEREIN, IN THE CASE OF A REQUEST FOR A COMPETITIVE
LIBOR MARGIN OR (II) 9:00 A.M. (CHICAGO TIME) AT LEAST ONE BUSINESS DAY PRIOR TO
THE BORROWING DATE PROPOSED THEREIN, IN THE CASE OF A REQUEST FOR AN ABSOLUTE
RATE SPECIFYING:
(I)
THE PROPOSED BORROWING DATE FOR THE PROPOSED COMPETITIVE BID
LOAN;
29
(II)
THE REQUESTED AGGREGATE PRINCIPAL AMOUNT OF SUCH COMPETITIVE BID
LOAN WHICH MUST BE AT LEAST $10,000,000 AND AN INTEGRAL MULTIPLE OF $1,000,000;
(III)
WHETHER THE COMPETITIVE BID QUOTES REQUESTED ARE TO SET FORTH A
COMPETITIVE LIBOR MARGIN OR AN ABSOLUTE RATE, OR BOTH; AND
(IV)
THE LIBOR INTEREST PERIOD, IF A COMPETITIVE LIBOR MARGIN IS
REQUESTED, OR THE ABSOLUTE INTEREST PERIOD, IF AN ABSOLUTE RATE IS REQUESTED.
The Borrower may request offers to make Competitive Bid Loans for more than one
(but not more than five) Interest Period in a single Competitive Bid Quote
Request.
No Competitive Bid Quote Request shall be given within five Business
Days (or such other number of days as the Borrower and the Administrative Agent
may agree) of any other Competitive Bid Quote Request.
A Competitive Bid Quote
Request that does not conform substantially to the form of Exhibit C-1 hereto
shall be rejected, and the Administrative Agent shall promptly notify the
Borrower of such rejection by telecopy.
(C)
INVITATION FOR COMPETITIVE BID QUOTES.
PROMPTLY AND IN ANY EVENT
BEFORE THE CLOSE OF BUSINESS ON THE SAME BUSINESS DAY OF RECEIPT OF A
COMPETITIVE BID