COMPETITIVE BID QUOTE IN WHOLE OR IN PART
(SUBJECT TO THE TERMS OF SECTION 2.15(D)(III)); PROVIDED THAT:
(i)
the aggregate principal amount of all
Competitive Bid Loans to be disbursed on a given Borrowing Date may not exceed
the applicable amount set forth in the related Competitive Bid Quote Request,
(ii)
acceptance of offers may only be made on
the basis of ascending Competitive LIBOR Margins or Absolute Rates, as the case
may be, and
(iii)
the Borrower may not accept any offer that
is described in Section 2.15(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 2.15(B).
SUCH ADMINISTRATION FEE SHALL
BE PAYABLE MONTHLY IN ARREARS ON THE FIRST BUSINESS DAY OF EACH MONTH AND ON THE
MATURITY 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.
(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.
IN NO EVENT CAN THE AGGREGATE
AMOUNT OF ALL COMPETITIVE BID LOANS AT ANY TIME EXCEED FIFTY PERCENT (50%) OF
THE THEN AGGREGATE COMMITMENT.
COMPETITIVE BID LOANS SHALL NOT BE PREPAID PRIOR
TO THE END OF THE APPLICABLE INTEREST PERIOD.
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
27
AGREEMENT) BE REPLACED BY