Agent of any amount due
under this Section 2.14, such Lender shall be deemed, at the option of the
Administrative Agent, to have unconditionally and irrevocably purchased from the
Swing Line Lender, without recourse or warranty, an undivided interest and
participation in the applicable Swing Line Loan in the amount of such payment
not made by such Lender, and such interest and participation may be recovered
from such Lender together with interest thereon at the Federal Funds Effective
Rate for each day during the period commencing on the date of demand and ending
on the date such amount is received.
Swing Line Loans may be outstanding for a
maximum of ten (10) days during any calendar month.
On the Facility Termination
Date, the Borrower shall repay in full the outstanding principal balance of the
Swing Line Loans.
2.15.
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 2.15,
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 2.15.
COMPETITIVE BID LOANS SHALL BE EVIDENCED BY THE COMPETITIVE BID
NOTES.
(B)
COMPETITIVE BID QUOTE REQUEST.
WHEN THE
BORROWER WISHES TO REQUEST OFFERS TO MAKE COMPETITIVE BID LOANS UNDER THIS
SECTION 2.15, 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,
(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 Periods in a single Competitive Bid Quote
Request.
No Competitive Bid
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Quote Request shall be given within five Business Days (or such other number of
days as the