Common use of Acceptance; Rejection Clause in Contracts

Acceptance; Rejection. (i) The Borrower may, in its sole and absolute discretion, subject only to the provisions of this paragraph (c), accept or reject any Competitive Bid referred to in paragraph (b) above. The Borrower shall notify the Agent by telephone, confirmed by facsimile in the form of Exhibit A-4 hereto (a “Competitive Bid Accept/Reject Letter”), whether and to what extent it has decided to accept or reject any or all of the bids referred to in paragraph (b) above, (A) not later than 12:00 p.m. three (3) Business Days before a proposed Eurodollar Competitive Bid Loan and (B) not later than 12:00 p.m. on the day of each proposed Fixed Rate Loan; provided, that (A) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (b) above, (B) the acceptance of bids by the Borrower shall be made on the basis of ascending order (from lowest to highest) of bids for Eurodollar Competitive Bid Loans or Fixed Rate Loans within each Competitive Bid Interest Period and the Borrower shall not accept a bid made at a particular Competitive Bid Rate for a particular Competitive Bid Interest Period if the Borrower has rejected a bid made at a lower Competitive Bid Rate for the same Competitive Bid Interest Period, (C) if Competitive Bids are made by two (2) or more Lenders for the same Competitive Bid Rate and the same Competitive Bid Interest Period, the principal amount accepted shall be allocated among such Lenders by the Borrower (after consultation with the Agent) on a pro-rata basis rounded to the nearest $1,000,000, (D) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, and (E) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. A notice given by the Borrower pursuant to this paragraph (c) shall be irrevocable. (ii) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by facsimile, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid has been accepted.

Acceptance; Rejection. At any time prior to twenty (i20) The Borrower maydays after any holder of Notes shall have received such written offer pursuant to Section 2.3(a), in its sole and absolute discretion, subject only such holder may accept the offer to prepay made pursuant to this Section 2.3 by causing a notice of such acceptance to be delivered to the provisions of this paragraph (c), accept or reject any Competitive Bid referred to in paragraph (b) aboveIssuer. The Borrower shall notify the Agent by telephone, confirmed by facsimile in the form of Exhibit A-4 hereto (a “Competitive Bid Accept/Reject Letter”), whether and to what extent it has decided to accept or reject any or all of the bids referred to in paragraph (b) above, (A) not later than 12:00 p.m. three (3) Business Days before a proposed Eurodollar Competitive Bid Loan and (B) not later than 12:00 p.m. on the day of each proposed Fixed Rate Loan; provided, that (A) the A failure by the Borrower a holder of Notes to give such respond to an offer to prepay made pursuant to this Section 2.3 with a timely notice of acceptance shall be deemed to be constitute a rejection of all such offer by such holder. Within three days after the bids referred to in paragraph (b) above, (B) the acceptance end of bids by the Borrower shall be made on the basis of ascending order (from lowest to highest) of bids for Eurodollar Competitive Bid Loans or Fixed Rate Loans within each Competitive Bid Interest Period and the Borrower shall not accept a bid made at a particular Competitive Bid Rate for a particular Competitive Bid Interest Period if the Borrower has rejected a bid made at a lower Competitive Bid Rate for the same Competitive Bid Interest Period, (C) if Competitive Bids are made by two (2) or more Lenders for the same Competitive Bid Rate and the same Competitive Bid Interest Periodsuch 20-day period, the Issuer shall offer, in writing, to each holder of Notes that shall have accepted its offer to prepay made pursuant to this Section 2.3, to prepay on such Equity Event Prepayment Date an additional portion of such holder's Notes as provided in Section 2.3(a) in a principal amount accepted shall be allocated among such Lenders by equal to its ratable share (based upon the Borrower (after consultation with the Agent) on a pro-rata basis rounded to the nearest $1,000,000, (D) the aggregate amount ratio of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, and (E) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum outstanding principal amount of $1,000,000 or a whole multiple Notes held by such holder at such time to the aggregate outstanding principal amount of $1,000,000 in excess thereof. A notice given Notes held at such time by the Borrower all holders which have also accepted their respective offers to prepay made pursuant to this paragraph Section 2.3) of the portion of the Equity Event Payment as to which such offers to prepay were rejected or deemed rejected, multiplied by the Tax Percentage Limit in respect of such portion at such time (c) a "REMNANT EQUITY EVENT PREPAYMENT"). To accept any Remnant Equity Event Prepayment under this Section 2.3(b), a holder of Notes shall cause a written notice of such acceptance to be delivered to the Issuer not later than eight (8) days after the date of receipt by such holder of such offer of the Remnant Equity Event Prepayment (it being understood that the failure by a holder to accept such offer of the Remnant Equity Event Prepayment as provided herein prior to the end of such eight-day period shall be irrevocable. (ii) The Agent deemed to constitute a rejection of said Remnant Equity Event Prepayment, and that any Remnant Equity Event Prepayment so rejected shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if sobe reoffered, in what amount and at what Competitive Bid Rate) by facsimilethe same manner, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereofTax Percentage Limit, pro rata, to make any other holders which have accepted their respective offers of the Competitive Bid Loan in respect applicable Remnant Equity Event Prepayments). If after such Equity Event Prepayment Date any portion of which its bid a Remnant Equity Event Prepayment has not been accepted, such remaining amount shall be offered to reduce the Commitment of the Bank Term Facilities.

Acceptance; Rejection. At any time prior to twenty (i20) The Borrower maydays after any holder of Notes shall have received such written offer pursuant to Section 2.4(a), in its sole and absolute discretion, subject only such holder may accept the offer to prepay made pursuant to this Section 2.4 by causing a notice of such acceptance to be delivered to the provisions of this paragraph (c), accept or reject any Competitive Bid referred to in paragraph (b) aboveIssuer. The Borrower shall notify the Agent by telephone, confirmed by facsimile in the form of Exhibit A-4 hereto (a “Competitive Bid Accept/Reject Letter”), whether and to what extent it has decided to accept or reject any or all of the bids referred to in paragraph (b) above, (A) not later than 12:00 p.m. three (3) Business Days before a proposed Eurodollar Competitive Bid Loan and (B) not later than 12:00 p.m. on the day of each proposed Fixed Rate Loan; provided, that (A) the A failure by the Borrower a holder of Notes to give such respond to an offer to prepay made pursuant to this Section 2.4 with a timely notice of acceptance shall be deemed to be constitute a rejection of all such offer by such holder. Within three days after the bids referred end of such 20-day period, the Issuer shall offer, in writing, to in paragraph (b) aboveeach holder of Notes that shall have accepted its offer to prepay made pursuant to this Section 2.4, (B) the acceptance of bids by the Borrower shall be made to prepay on the basis Excess Cash Flow Prepayment Date an additional portion of ascending order (from lowest to highestsuch holder's Notes as provided in Section 2.4(a) of bids for Eurodollar Competitive Bid Loans or Fixed Rate Loans within each Competitive Bid Interest Period and the Borrower shall not accept in a bid made at a particular Competitive Bid Rate for a particular Competitive Bid Interest Period if the Borrower has rejected a bid made at a lower Competitive Bid Rate for the same Competitive Bid Interest Period, (C) if Competitive Bids are made by two (2) or more Lenders for the same Competitive Bid Rate and the same Competitive Bid Interest Period, the principal amount accepted shall be allocated among such Lenders by equal to its ratable share (based upon the Borrower (after consultation with the Agent) on a pro-rata basis rounded to the nearest $1,000,000, (D) the aggregate amount ratio of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, and (E) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum outstanding principal amount of $1,000,000 or a whole multiple Notes held by such holder at such time to the aggregate outstanding principal amount of $1,000,000 in excess thereof. A notice given Notes held at such time by the Borrower all holders which have also accepted their respective offers to prepay made pursuant to this paragraph (cSection 2.4) shall be irrevocable. (ii) The Agent shall promptly notify each bidding Lender whether of the portion of the Excess Cash Flow Payment as to which such offers to prepay were rejected or not its Competitive Bid has been accepted (and if sodeemed rejected, in what amount and at what Competitive Bid Rate) multiplied by facsimile, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Loan Tax Percentage Limit in respect of which its bid such portion at such time (a "REMNANT EXCESS CASH FLOW PREPAYMENT"), multiplied by the Tax Percentage Limit in respect of such amount of such Remnant Excess Cash Flow Prepayment at such time. To accept any Remnant Excess Cash Flow Prepayment under this Section 2.4(b), a holder of Notes shall cause a written notice of such acceptance to be delivered to the Issuer not later than eight (8) days after the date of receipt by such holder of such offer of the Remnant Excess Cash Flow Prepayment (it being understood that the failure by a holder to accept such offer of the Remnant Excess Cash Flow Prepayment as provided herein prior to the end of such eight-day period shall be deemed to constitute a rejection of said Remnant Excess Cash Flow Prepayment). If after the Excess Cash Flow Prepayment Date any portion of a Remnant Excess Cash Flow Prepayment has not been accepted, such remaining amount shall be offered to reduce the Commitment of the Bank Term Facilities.

Acceptance; Rejection. (i) The Borrower may, in its sole and absolute discretion, subject only to the provisions of this paragraph (c), accept or reject any Competitive Bid referred to in paragraph (b) above. The Borrower shall notify the Administrative Agent by telephone, confirmed by facsimile in the form of Exhibit A-4 hereto (a “Competitive Bid Accept/Reject Letter”), whether and to what extent it has decided to accept or reject any or all of the bids referred to in paragraph (b) above, (A) not later than 12:00 p.m. three (3) Business Days before a proposed Eurodollar Competitive Bid Loan and (B) not later than 12:00 p.m. on the day of each proposed Fixed Rate Loan; provided, that (A) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (b) above, (B) the acceptance of bids by the Borrower shall be made on the basis of ascending order (from lowest to highest) of bids for Eurodollar Competitive Bid Loans or Fixed Rate Loans within each Competitive Bid Interest Period and the Borrower shall not accept a bid made at a particular Competitive Bid Rate for a particular Competitive Bid Interest Period if the Borrower has rejected a bid made at a lower Competitive Bid Rate for the same Competitive Bid Interest Period, (C) if Competitive Bids are made by two (2) or more Lenders for the same Competitive Bid Rate and the same Competitive Bid Interest Period, the principal amount accepted shall be allocated among such Lenders by the Borrower (after consultation with the Administrative Agent) on a pro-rata basis rounded to the nearest $1,000,000, (D) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, and (E) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. A notice given by the Borrower pursuant to this paragraph (c) shall be irrevocable. (iii) The Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by facsimile, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid has been accepted.

Acceptance; Rejection. (i) The Borrower may, may in its sole and absolute discretion, subject only to the provisions of this paragraph (c), accept or reject any Competitive Bid referred to in paragraph (b) above. The Borrower shall notify the Administrative Agent by telephone, confirmed by facsimile telecopier in the form of Exhibit A-4 C-4 hereto (a “"Competitive Bid Accept/Reject Letter”"), whether and to what extent it has decided to accept or reject any or all of the bids referred to in paragraph (b) above, (A) above not later than 12:00 p.m. three (3) Business Days before a proposed Eurodollar Competitive Bid Loan and (B) not later than 12:00 p.m. noon, Charlotte time, on the day of each proposed Fixed Rate Competitive Bid Loan; provided, that (A) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (b) above, (B) the acceptance of bids by the Borrower shall be made on the basis of ascending order (from lowest to highest) of bids for Eurodollar made at a particular Competitive Bid Loans or Fixed Rate Loans within each for a particular Competitive Bid Interest Period and the Borrower shall not accept a bid made at a particular Competitive Bid Rate for a particular Competitive Bid Interest Period if the Borrower has rejected a bid made at a lower Competitive Bid Rate for the same Competitive Bid Interest Period; provided, however, that this clause (B) will not require the Borrower to accept the portion of a Lender's bid, if any, which exceeds such Lender's Commitment, (C) if Competitive Bids are made by two (2) or more Lenders for the same Competitive Bid Rate and the same Competitive Bid Interest Period, the principal amount accepted shall be allocated among such Lenders by the Borrower (after consultation with the Administrative Agent) on a pro-rata basis rounded to the nearest in integral multiples of not less than $1,000,000, (D) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, Request and (E) except pursuant to clause (D) above, no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. A notice given by the Borrower pursuant to this paragraph (c) shall be irrevocable. (ii) The Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by facsimiletelecopy, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid has been accepted.

Acceptance; Rejection. (i) The Borrower may, in its sole and absolute discretion, subject only to the provisions A holder of this paragraph (c), Notes may accept or reject any Competitive Bid referred the offer to in paragraph (b) above. The Borrower shall notify prepay made pursuant to this Section 9.14 by causing a notice of such acceptance or rejection to be delivered to the Agent by telephone, confirmed by facsimile in the form of Exhibit A-4 hereto (a “Competitive Bid Accept/Reject Letter”), whether and to what extent it has decided to accept or reject any or all Issuer not more than 10 days after receipt of the bids referred offer to in paragraph (b) above, (A) not later than 12:00 p.m. three (3) Business Days before a proposed Eurodollar Competitive Bid Loan and (B) not later than 12:00 p.m. on prepay the day of each proposed Fixed Rate Loan; provided, that (A) the Notes pursuant to this Section 9.14. A failure by the Borrower a holder of Notes to give such notice respond to an offer to prepay made pursuant to this Section 9.14 shall be deemed to be constitute a rejection of all such offer by such holder. If the bids referred holders of more than 25% of the principal amount of the Notes then outstanding accept such offer within the applicable time period set forth above (the “Initial Accepting Holders”), the Issuer shall then notify the holders of the Notes that have either rejected or not then responded to such offer (the “Non-Accepting Holders”) of such fact and each Non-Accepting Holder shall have an additional 10 days from its receipt of such notice to again accept such offer (with the failure of any such Non-Accepting Holder to respond to such second offer to be deemed to constitute a rejection of such offer by such Non-Accepting Holder) (each Non-Accepting Holder that accepts such re-offer a “Subsequent Accepting Holder”). The Offered Amounts allocable to any Notes the holders of which have rejected each such offer shall first be applied ratably to increase the prepayment amount of the Notes of each Initial Accepting Holder and each Subsequent Accepting Holder, and any remaining amount shall (1) be applied on or prior to the Proposed Prepayment Date in paragraph accordance with the Bank Credit Agreement to repay the Loans (b) aboveas defined in the Bank Credit Agreement), but without any requirement of a permanent reduction in the amount of the Revolving Commitments (B) as defined in the acceptance of bids by the Borrower shall be made Bank Credit Agreement as in effect on the basis of ascending order (from lowest to highestFirst Amendment Date) of bids for Eurodollar Competitive Bid Loans or Fixed Rate Loans within each Competitive Bid Interest Period and the Borrower shall not accept a bid made at a particular Competitive Bid Rate for a particular Competitive Bid Interest Period if the Borrower has rejected a bid made at a lower Competitive Bid Rate for the same Competitive Bid Interest Period, (C) if Competitive Bids are made by two and/or (2) or more Lenders for be held as Unrestricted Cash. Notwithstanding anything to the same Competitive Bid Rate and the same Competitive Bid Interest Periodcontrary contained in this Section 9.14, the principal amount accepted all prepayment amounts under this Section 9.14 shall be allocated among such Lenders by the Borrower (after consultation with the Agent) on a pro-rata basis rounded up to the nearest $1,000,000, (D) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, and (E) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. A notice given by the Borrower pursuant to this paragraph (c) shall be irrevocable1,000. (ii) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by facsimile, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid has been accepted.

Acceptance; Rejection. (i) The Borrower may, in its sole and absolute discretion, subject only to the provisions A holder of this paragraph (c), Notes may accept or reject any Competitive Bid referred the offer to in paragraph (b) above. The Borrower shall notify prepay made pursuant to this Section 9.14 by causing a notice of such acceptance or rejection to be delivered to the Agent by telephone, confirmed by facsimile in the form of Exhibit A-4 hereto (a “Competitive Bid Accept/Reject Letter”), whether and to what extent it has decided to accept or reject any or all Issuer not more than 10 days after receipt of the bids referred offer to in paragraph (b) above, (A) not later than 12:00 p.m. three (3) Business Days before a proposed Eurodollar Competitive Bid Loan and (B) not later than 12:00 p.m. on prepay the day of each proposed Fixed Rate Loan; provided, that (A) the Notes pursuant to this Section 9.14. A failure by the Borrower a holder of Notes to give such notice respond to an offer to prepay made pursuant to this Section 9.14 shall be deemed to be constitute a rejection of all such offer by such holder. If the bids referred holders of more than 25% of the principal amount of the Notes then outstanding accept such offer within the applicable time period set forth above (the “Initial Accepting Holders”), the Issuer shall then notify the holders of the Notes that have either rejected or not then responded to such offer (the “Non-Accepting Holders”) of such fact and each Non-Accepting Holder shall have an additional 10 days from its receipt of such notice to again accept such offer (with the failure of any ​ ​ ​ such Non-Accepting Holder to respond to such second offer to be deemed to constitute a rejection of such offer by such Non-Accepting Holder) (each Non-Accepting Holder that accepts such re-offer a “Subsequent Accepting Holder”). The Offered Amounts allocable to any Notes the holders of which have rejected each such offer shall first be applied ratably to increase the prepayment amount of the Notes of each Initial Accepting Holder and each Subsequent Accepting Holder, and any remaining amount shall (1) be applied on or prior to the Proposed Prepayment Date in paragraph accordance with the Bank Credit Agreement to repay the Loans (b) aboveas defined in the Bank Credit Agreement), but without any requirement of a permanent reduction in the amount of the Revolving Commitments (B) as defined in the acceptance of bids by the Borrower shall be made Bank Credit Agreement as in effect on the basis of ascending order (from lowest to highestFirst Amendment Date) of bids for Eurodollar Competitive Bid Loans or Fixed Rate Loans within each Competitive Bid Interest Period and the Borrower shall not accept a bid made at a particular Competitive Bid Rate for a particular Competitive Bid Interest Period if the Borrower has rejected a bid made at a lower Competitive Bid Rate for the same Competitive Bid Interest Period, (C) if Competitive Bids are made by two and/or (2) or more Lenders for be held as Unrestricted Cash. Notwithstanding anything to the same Competitive Bid Rate and the same Competitive Bid Interest Periodcontrary contained in this Section 9.14, the principal amount accepted all prepayment amounts under this Section 9.14 shall be allocated among such Lenders by the Borrower (after consultation with the Agent) on a pro-rata basis rounded up to the nearest $1,000,000, (D) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, and (E) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. A notice given by the Borrower pursuant to this paragraph (c) shall be irrevocable1,000. (ii) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by facsimile, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid has been accepted.

Acceptance; Rejection. (i) The Borrower mayTo accept such Specified Asset Sale Prepayment Offer, in its sole and absolute discretion, subject only a holder of Notes shall cause a written notice of such acceptance to be delivered to the provisions of this paragraph (c), accept or reject any Competitive Bid referred to in paragraph (b) above. The Borrower shall notify the Agent by telephone, confirmed by facsimile in the form of Exhibit A-4 hereto (a “Competitive Bid Accept/Reject Letter”), whether and to what extent it has decided to accept or reject any or all of the bids referred to in paragraph (b) above, (A) Company not later than 12:00 p.m. twenty (20) days after the date of such written notice from the Company (the failure to accept such offer in writing within twenty (20) days after the date of such written notice shall be deemed to constitute a rejection of the Specified Asset Sale Prepayment Offer). If so accepted by any holder of a Note, such offered prepayment (equal to or not less than such holder’s Specified Asset Sale Ratable Portion of the Net Proceeds Amount in respect of such Specified Asset Sale Prepayment Transfer) shall be due and payable on the Specified Asset Sale Prepayment Date. Within three (3) Business Days before after the end of such twenty (20) day period, the Company shall offer, in writing, to each holder of Notes that shall have accepted its offer to prepay made pursuant to this Section 8.1(c), to prepay on such Specified Asset Sale Prepayment Date an additional portion of such holder’s Notes as provided in Section 8.1(c)(i) in a proposed Eurodollar Competitive Bid Loan and principal amount equal to its ratable share (Bbased upon the ratio of outstanding principal amount of Notes held by such holder at such time to the aggregate outstanding principal amount of Notes held at such time by all holders which have also accepted their respective offers to prepay made pursuant to this Section 8.1(c)) of the portion of the Net Proceeds Amount of such Specified Asset Sale as to which such offers to prepay was rejected or deemed rejected (a “Remnant Specified Asset Sale Prepayment Offer”). To accept any Remnant Specified Asset Sale Prepayment Offer under this Section 8.1(c)(ii), a holder of Notes shall cause a written notice of such acceptance to be delivered to the Company not later than 12:00 p.m. on eight (8) days after the day date of each proposed Fixed Rate Loan; provided, receipt by such holder of such Remnant Specified Asset Sale Prepayment Offer (it being understood that (A) the failure by a holder to accept such Remnant Specified Asset Sale Prepayment Offer as provided herein prior to the Borrower to give end of such notice eight-day period shall be deemed to be constitute a rejection of all the bids referred to in paragraph (b) abovesaid Remnant Specified Asset Sale Prepayment Offer, (B) the acceptance of bids by the Borrower and that any Remnant Specified Asset Sale Prepayment Offer so rejected shall be made on the basis of ascending order (from lowest to highest) of bids for Eurodollar Competitive Bid Loans or Fixed Rate Loans within each Competitive Bid Interest Period and the Borrower shall not accept a bid made at a particular Competitive Bid Rate for a particular Competitive Bid Interest Period if the Borrower has rejected a bid made at a lower Competitive Bid Rate for reoffered, in the same Competitive Bid Interest Periodmanner, (C) if Competitive Bids are made by two (2) or more Lenders for the same Competitive Bid Rate and the same Competitive Bid Interest Periodpro rata, the principal amount to any other holders which have accepted shall be allocated among such Lenders by the Borrower (after consultation with the Agent) on a pro-rata basis rounded to the nearest $1,000,000, (D) the aggregate amount their respective offers of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, and (E) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. A notice given by the Borrower pursuant to this paragraph (c) shall be irrevocableapplicable Remnant Specified Asset Sale Prepayment Offers). (ii) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by facsimile, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid has been accepted.

Acceptance; Rejection. (i) The Borrower may, in its sole and absolute discretion, subject only to the provisions of this paragraph (c), Lessor may accept or reject any Competitive Bid referred the offer to prepay the Lessor Amount made pursuant to this Section 10.2 by causing a notice (the "Lessor Election Notice") of such acceptance or rejection to be delivered to the Indenture Trustee (with a copy to each holder of a Note) within five (5) Business Days after receipt of the notice specified in paragraph (a) or paragraph (b) above; provided that if such Proposed Purchase Date shall be deferred pursuant to paragraph (f) of this Section 10.2 for more than twenty (20) Business Days, then any acceptance of an offer may be rescinded by the Lessor by written notice delivered to the Indenture Trustee (with a copy to each holder of a Note) not less than three (3) days prior to any deferred prepayment date. The Borrower A failure by the Lessor to respond to an offer to prepay made pursuant to this Section 10.2 shall notify be deemed to constitute a rejection of such offer by the Agent by telephoneLessor. Notwithstanding anything contained in this paragraph to the contrary, confirmed by facsimile no Lessor Amount may be prepaid in the form connection with any Change in Control unless at least one (1) holder of Exhibit A-4 hereto Notes has elected to have its Notes prepaid in connection with such Change in Control. (a “Competitive Bid Accept/Reject Letter”), whether and to what extent it has decided to ii) A holder of Notes may accept or reject any the offer to purchase Notes made pursuant to this Section 10.2 by causing a notice of such acceptance or all rejection to be delivered to the Indenture Trustee within fifteen (15) Business Days after receipt of the bids referred Lessor Election Notice (or, if the Lessor fails to deliver a Lessor Election Notice, twenty (20) Business Days after receipt of the notice specified in paragraph (a) or paragraph (b) above); provided that if such Proposed Purchase Date shall be deferred pursuant to paragraph (f) of this Section 10.2 for more than twenty (20) Business Days, (A) then any acceptance of an offer may be rescinded by a holder by written notice delivered to the Indenture Trustee not later less than 12:00 p.m. three (3) Business Days before a proposed Eurodollar Competitive Bid Loan and (B) not later than 12:00 p.m. on the day of each proposed Fixed Rate Loan; provided, that (A) the days prior to any deferred prepayment date. A failure by the Borrower a holder of Notes to give such notice respond to an offer to purchase made pursuant to this Section 10.2 shall be deemed to be a rejection of all the bids referred to in paragraph (b) above, (B) the constitute an acceptance of bids such offer by the Borrower shall be made on the basis of ascending order (from lowest to highest) of bids for Eurodollar Competitive Bid Loans or Fixed Rate Loans within each Competitive Bid Interest Period and the Borrower shall not accept a bid made at a particular Competitive Bid Rate for a particular Competitive Bid Interest Period if the Borrower has rejected a bid made at a lower Competitive Bid Rate for the same Competitive Bid Interest Period, (C) if Competitive Bids are made by two (2) or more Lenders for the same Competitive Bid Rate and the same Competitive Bid Interest Period, the principal amount accepted shall be allocated among such Lenders by the Borrower (after consultation with the Agent) on a pro-rata basis rounded to the nearest $1,000,000, (D) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, and (E) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. A notice given by the Borrower pursuant to this paragraph (c) shall be irrevocableholder. (ii) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by facsimile, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid has been accepted.

Acceptance; Rejection. (i) The Borrower may, in its sole and absolute discretion, subject only A holder of Notes may accept the offer to prepay made pursuant to this Section 9.13 by causing a notice of such acceptance to be delivered to the provisions of this paragraph (c), accept or reject any Competitive Bid referred to in paragraph (b) above. The Borrower shall notify the Agent by telephone, confirmed by facsimile in the form of Exhibit A-4 hereto (a “Competitive Bid Accept/Reject Letter”), whether and to what extent it has decided to accept or reject any or all Company not more than 10 days after receipt of the bids referred offer to in paragraph (b) above, (A) not later than 12:00 p.m. three (3) Business Days before a proposed Eurodollar Competitive Bid Loan and (B) not later than 12:00 p.m. on prepay the day of each proposed Fixed Rate Loan; provided, that (A) the Notes pursuant to this Section 9.13. A failure by the Borrower a holder of Notes to give such notice so respond to an offer to prepay made pursuant to this Section 9.13 shall be deemed to be constitute (1) a rejection of all the bids referred such offer by such holder if such prepayment is to in paragraph (b) above, (B) the acceptance of bids by the Borrower shall be made on the basis of ascending order (from lowest to highest) of bids for Eurodollar Competitive Bid Loans without Make-Whole Amount or Fixed Rate Loans within each Competitive Bid Interest Period and the Borrower shall not accept a bid made at a particular Competitive Bid Rate for a particular Competitive Bid Interest Period if the Borrower has rejected a bid made at a lower Competitive Bid Rate for the same Competitive Bid Interest Period, (C) if Competitive Bids are made by two (2) or more Lenders for an acceptance of such offer by such holder if such payment is to be made with Make-Whole Amount. On the same Competitive Bid Rate and the same Competitive Bid Interest PeriodBusiness Day immediately following such 10th day, the principal amount Company shall offer the rejected (or deemed rejected) portion of the Offered Amount to prepay the Notes of the holders that have accepted the first prepayment offer on a pro rata basis, and any failure by any such holder to respond to such second offer prior to the Proposed Prepayment Date shall be allocated among deemed to constitute (i) a rejection of such Lenders second offer by such holder if such prepayment is to be made without Make-Whole Amount or (ii) an acceptance of such second offer by such holder if such payment is to be made with Make-Whole Amount. On the Borrower (after consultation with Proposed Prepayment Date, the Agent) on a pro-rata basis rounded to the nearest $1,000,000, (D) Company shall apply the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, and (E) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $1,000,000 all Offered Amounts that have been rejected or a whole multiple of $1,000,000 in excess thereof. A notice given by the Borrower deemed rejected pursuant to this paragraph Section 9.13(c) to repay the outstanding Term Loans and/or Revolving Credit Loans, but without any corresponding permanent reduction in the Revolving Credit Commitments (cas each of the relevant terms is defined in the Bank Credit Agreement) shall be irrevocableand/or to repay other senior unsecured Indebtedness of the Company or any Subsidiary. (ii) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by facsimile, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid has been accepted.

Acceptance; Rejection. (i) The Borrower may, in its sole and absolute discretion, subject only to the provisions of this paragraph (c), accept or reject any Competitive Bid referred to in paragraph (b) above. The Borrower shall notify the Administrative Agent by telephone, confirmed by facsimile telecopier in the form of Exhibit A-4 C-4 hereto (a “"Competitive Bid Accept/Reject Letter”"), whether and to what extent it has decided to accept or reject any or all of the bids Competitive Bids referred to in paragraph (b) above, (A) not later than 12:00 p.m. 11:30 a.m., Charlotte time, three (3) Business Days before a proposed Eurodollar LIBOR Competitive Bid Loan and (B) not later than 12:00 p.m. 11:30 a.m., Charlotte time, on the day of each same Business Day as a proposed Fixed Absolute Rate Loan; provided, that (AV) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids Competitive Bids referred to in paragraph (b) above, (BW) the acceptance of bids Competitive Bids by the Borrower shall be made on the basis of ascending order (from lowest to highest) of bids Competitive Bids for Eurodollar LIBOR Competitive Bid Loans or Fixed Absolute Rate Loans within each Competitive Bid Interest Period and the Borrower shall not accept a bid Competitive Bid made at a particular Competitive Bid Rate for a particular Competitive Bid Interest Period if the Borrower has rejected a bid Competitive Bid made at a lower Competitive Bid Rate for the same Competitive Bid Interest Period, (CX) if Competitive Bids are made by two (2) or more Lenders for at the same Competitive Bid Rate and for the same Competitive Bid Interest Period, the principal amount accepted shall be allocated among such Lenders by the Borrower (after consultation with the Administrative Agent) on a pro-pro rata basis rounded to the nearest in integral multiples of not less than $1,000,000, (DY) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, Request and (EZ) except pursuant to clause (X) above, no bid Competitive Bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. A notice given by the Borrower pursuant to this paragraph (c) shall be irrevocable. (ii) The Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by facsimiletelephone followed by telecopy, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid Competitive Bid has been accepted.