Common use of Acceptance of Competitive Bids Clause in Contracts

Acceptance of Competitive Bids. The applicable Borrower may, in ------------------------------ its sole and absolute discretion, subject only to the provisions of this subsection (d), accept or refuse any Competitive Bid offered to it. To accept a Competitive Bid, the applicable Borrower shall give written notification (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit 2.2(d) (which shall be signed by a -------------- Responsible Officer) of its acceptance of any or all such Competitive Bids to the Administrative Agent by 11:00 A.M. (Charlotte, North Carolina time) on the date on which notice of election to make a Competitive Bid is to be given to the Administrative Agent by the Lenders; provided, however, (i) -------- ------- the failure by the applicable Borrower to give timely notice of its acceptance of a Competitive Bid shall be deemed to be a refusal thereof, (ii) the applicable Borrower may accept Competitive Bids only in ascending order of rates (and where two or more Lenders submit a Competitive Bid at the same Competitive Bid Rate, then pro rata between or among such Lenders, unless such pro rata allocation would result in a Lender making a Competitive Loan in a principal amount of less than $1,000,000, in which case the applicable Borrower may accept any one of such Competitive Bids), (iii) the aggregate amount of Competitive Bids accepted by the applicable Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) the applicable Borrower may accept a portion of a Competitive Bid in the event, and to the extent, acceptance of the entire amount thereof would cause the applicable Borrower to exceed the principal amount specified in the Competitive Bid Request, subject however to the minimum amounts provided herein and (v) no Competitive Bid shall be accepted unless such Competitive Loan is in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof, except that where a portion of a Competitive Bid is accepted in accordance with the provisions of subsection (iv) hereof, then in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof (but not in any event less than the minimum amount specified in the Competitive Bid), and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to subsection (iv) hereof, the amounts shall be rounded to integral multiples of $500,000 in a manner which shall be in the discretion of the applicable Borrower. A notice of acceptance of a Competitive Bid given by the applicable Borrower in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall, not later than 12:00 Noon (Charlotte, North Carolina time) on the date of receipt by the Administrative Agent of a notification from the applicable Borrower of its acceptance and/or refusal of Competitive Bids, notify each affected Lender of its receipt and the contents thereof. Upon its receipt from the Administrative Agent of notification of the applicable Borrower's acceptance of its Competitive Bid in accordance with the terms of this subsection (d), each successful bidding Lender will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. The Administrative Agent agrees to provide each Lender which has made a Competitive Bid in response to a particular Competitive Bid Request, with information with respect to the range of the Competitive Bids made in connection with such Competitive Bid Request, together with a description of the range of Competitive Bid(s) accepted by the applicable Borrower.

Acceptance of Competitive Bids. The applicable Borrower may, in ------------------------------ its sole and absolute discretion, subject only to the provisions of this subsection (d), accept or refuse any Competitive Bid offered to it. To accept a Competitive Bid, the applicable Borrower shall give written notification (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit 2.2(d) (which shall be signed by a -------------- Responsible Officer) of its acceptance of any or all such Competitive Bids to the Administrative Agent by 11:00 A.M. (Charlotte, North Carolina time) on the date on which notice of election to make a Competitive Bid is to be given to the Administrative Agent by the Lenders; provided, however, (i) -------- ------- the failure by the applicable Borrower to give timely notice of its acceptance of a Competitive Bid shall be deemed to be a refusal thereof, (ii) the applicable Borrower may accept Competitive Bids only in ascending order of rates (and where two or more Lenders submit a Competitive Bid at the same Competitive Bid Rate, then pro rata between or among such Lenders, unless such pro rata allocation would result in a Lender making a Competitive Loan in a principal amount of less than $1,000,000, in which case the applicable Borrower may accept any one of such Competitive Bids), (iii) the aggregate amount of Competitive Bids accepted by the applicable Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) the applicable Borrower may accept a portion of a Competitive Bid in the event, and to the extent, acceptance of the entire amount thereof would cause the applicable Borrower to exceed the principal amount specified in the Competitive Bid Request, subject however to the minimum amounts provided herein and (v) no Competitive Bid bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof, except that where a portion of a Competitive Bid is accepted in accordance with the provisions of subsection (iv) hereof, then in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof (but not in any event less than the minimum amount specified in the Competitive Bid), and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to subsection (iv) hereof, the amounts shall be rounded to integral multiples of $500,000 in a manner which shall be in the discretion of the applicable Borrower. A notice of acceptance of a Competitive Bid given by the applicable Borrower in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall, not later than 12:00 Noon (Charlotte, North Carolina time) on the date of receipt by the Administrative Agent of a notification from the applicable Borrower of its acceptance and/or refusal of Competitive Bids, notify each affected Lender of its receipt and the contents thereof. Upon its receipt from the Administrative Agent of notification of the applicable Borrower's acceptance of its Competitive Bid in accordance with the terms of this subsection (d), each successful bidding Lender will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. The Administrative Agent agrees to provide each Lender which has made a Competitive Bid in response to a particular Competitive Bid Request, with information with respect to the range of the Competitive Bids made in connection with such Competitive Bid Request, together with a description of the range of Competitive Bid(s) accepted by the applicable Borrower.

Acceptance of Competitive Bids. The applicable Borrower may, in ------------------------------ its sole and absolute discretion, subject only to the provisions of this subsection (de), accept or refuse any Competitive Bid offered to it. To accept a Competitive Bid, the applicable Borrower shall give telephone notification, which shall be binding, by 11:00 A.M. (Charlotte, North Carolina time) and confirmed with written notification (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit 2.2(d) (which shall be signed by a -------------- Responsible Officer2.2(e) of its acceptance of any or all such Competitive Bids to the Administrative Agent by 11:00 A.M. 1:00 P.M. (Charlotte, North Carolina time) on the latest date on which notice of election to make a Competitive Bid is to be given to the Administrative Agent by the Lenders; provided, however, (i) -------- ------- the failure by the applicable Borrower to give timely notice of its acceptance of a Competitive Bid shall be deemed to be a refusal thereof, (ii) the applicable Borrower may accept Competitive Bids within any one Interest Period only in ascending order of rates (and where two or more Lenders submit a Competitive Bid at the same Competitive Bid Rate, then pro rata between or among such Lenders, unless such pro rata allocation would result in a Lender making a Competitive Loan in a principal amount of less than $1,000,000, in which case the applicable Borrower may accept any one of such Competitive Bids)rates, (iii) the aggregate amount of Competitive Bids accepted by the applicable Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) the applicable Borrower may accept a portion of a Competitive Bid in the event, and to the extent, acceptance of the entire amount thereof would cause the applicable Borrower to exceed the principal amount specified in the Competitive Bid Request, subject however to the minimum amounts provided herein (and provided that where two or more Lenders submit such a Competitive Bid at the same Competitive Bid Rate and for the same Interest Period, then pro rata between or among such Lenders) and (v) no Competitive Bid bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount Dollar Amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess thereof, except that where a portion of a Competitive Bid is accepted in accordance with the provisions of subsection (iv) hereof, then in a minimum principal amount Dollar Amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess thereof (but not in any event less than the minimum amount specified in the Competitive Bid), and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to subsection (iv) hereof, the amounts shall be rounded to integral multiples of $500,000 100,000 in a manner which shall be in the discretion of the applicable Borrower. A notice of acceptance of a Competitive Bid given by the applicable Borrower in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall, not later than 12:00 Noon (Charlotte, North Carolina time) on the date of receipt by the Administrative Agent of a notification from the applicable Borrower of its acceptance and/or refusal of Competitive Bids, notify each affected Lender of its receipt and the contents thereof. Upon its receipt from the Administrative Agent of notification of the applicable Borrower's acceptance of its Competitive Bid in accordance with the terms of this subsection (de), each successful bidding Lender will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. The Administrative Agent agrees to provide each Lender which has made a Competitive Bid in response to a particular Competitive Bid Request, with information with respect to the range of the Competitive Bids made in connection with such Competitive Bid Request, together with a description of the range of Competitive Bid(s) accepted by the applicable Borrower.

Acceptance of Competitive Bids. The applicable Either Borrower may, in ------------------------------ its sole and absolute discretion, subject only to the provisions of this subsection (d), accept or refuse any Competitive Bid offered to it. To accept a Competitive Bid, the applicable either Borrower shall give written notification in the form of Schedule 2.4(d) hereto (or telephonic telephone notice promptly confirmed in writing) substantially in the form of Exhibit 2.2(d) (which shall be signed by a -------------- Responsible Officer) of its acceptance of any or all such Competitive Bids to the Administrative Agent by 11:00 A.M. (Charlotte, North Carolina time) on the proposed date on which notice of election to make a Competitive Bid is to be given to the Administrative Agent by the LendersLoan advance; provided, however, (i) -------- ------- the failure by the applicable Borrower Borrowers to give timely notice of its their acceptance of a Competitive Bid shall be deemed to be a refusal thereof, (ii) the applicable Borrower Borrowers may accept Competitive Bids only in ascending order of rates (and where two or more Lenders submit a Competitive Bid at the same Competitive Bid Rate, then pro rata between or among such Lenders, unless such pro rata allocation would result in a Lender making a Competitive Loan in a principal amount of less than $1,000,000, in which case the applicable Borrower may accept any one of such Competitive Bids)rates, (iii) the aggregate amount of Competitive Bids accepted by the applicable Borrower Borrowers shall not exceed the principal amount specified in the Competitive Bid Request, (iv) the applicable Borrower Borrowers may accept a portion of a Competitive Bid in the event, and to the extent, acceptance of the entire amount thereof would cause the applicable Borrower Borrowers to exceed the principal amount specified in the Competitive Bid Request, subject however to the minimum amounts provided herein (and provided that where two or more such Lenders may submit such a Competitive Bid at the same such Competitive Bid Rate, then pro rata between or among such Lenders) and (v) no Competitive Bid bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess thereof, except that where a portion of a Competitive Bid is accepted in accordance with the provisions of subsection (iv) hereof, then in a minimum principal amount of $1,000,000 100,000 and integral multiples of $500,000 in excess thereof (but not in any event less than the minimum amount specified in the Competitive Bid), and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to subsection (iv) hereof, the amounts shall be rounded to integral multiples of $500,000 100,000 in a manner which shall be in the discretion of the applicable BorrowerBorrowers. A notice of acceptance of a Competitive Bid given by the applicable Borrower Borrowers in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall, not later than 12:00 Noon (Charlotte, North Carolina time) on the proposed date of receipt by the Administrative Agent of a notification from the applicable Borrower of its acceptance and/or refusal of Competitive BidsLoan borrowing, notify each affected bidding Lender of its receipt and the contents thereof. Upon its receipt from the Administrative Agent of notification of the applicable Borrower's acceptance of whether or not its Competitive Bid has been accepted (and if so, in accordance with the terms of this subsection (dwhat amount and at what Competitive Bid Rate), and each successful bidding Lender bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. The Administrative Agent agrees to provide each Lender which has made a Competitive Bid in response to a particular Competitive Bid Request, with information with respect to the range of the Competitive Bids made in connection with such Competitive Bid Request, together with a description of the range of Competitive Bid(s) accepted by the applicable Borrower.

Acceptance of Competitive Bids. The applicable Borrower may, in ------------------------------ its sole and absolute discretion, subject only to the provisions of this subsection (de), accept or refuse any Competitive Bid offered to it. To accept a Competitive Bid, the applicable Borrower shall give telephone notification that shall be binding, by 11:30 A.M. (Charlotte, North Carolina time) and confirmed with written notification (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit 2.2(d) (which shall be signed by a -------------- Responsible OfficerSchedule 2.2(e) of its acceptance of any or all such Competitive Bids to the Administrative Agent by 11:00 A.M. 1:30 P.M. (Charlotte, North Carolina time) on the latest date on which notice of election to make a Competitive Bid is to be given to the Administrative Agent by the Lenders; provided, however, (i) -------- ------- the failure by the applicable Borrower to give timely notice of its acceptance of a Competitive Bid shall be deemed to be a refusal thereof, (ii) the applicable Borrower may accept Competitive Bids within any one (1) Interest Period only in ascending order of rates (and where two or more Lenders submit a Competitive Bid at the same Competitive Bid Rate, then pro rata between or among such Lenders, unless such pro rata allocation would result in a Lender making a Competitive Loan in a principal amount of less than $1,000,000, in which case the applicable Borrower may accept any one of such Competitive Bids)rates, (iii) the aggregate amount of Competitive Bids accepted by the applicable Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) the applicable Borrower may accept a portion of a Competitive Bid in the event, and to the extent, acceptance of the entire amount thereof would cause the applicable Borrower to exceed the principal amount specified in the Competitive Bid Request, subject however to the minimum amounts provided herein (and provided that where two or more Lenders submit such a Competitive Bid at the same Competitive Bid Rate and for the same Interest Period, then pro rata between or among such Lenders), and (v) no Competitive Bid bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof, except that where a portion of a Competitive Bid is accepted in accordance with the provisions of subsection (iv) hereof, then in a minimum principal amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess thereof (but not in any event less than the minimum amount specified in the Competitive Bid), and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to subsection (iv) hereof, the amounts shall be rounded to integral multiples of $500,000 100,000 in a manner which that shall be in the discretion of the applicable Borrower. A notice of acceptance of a Competitive Bid given by the applicable Borrower in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall, not later than 12:00 Noon (Charlotte, North Carolina time) on the date of receipt by the Administrative Agent of a notification from the applicable Borrower of its acceptance and/or refusal of Competitive Bids, notify each affected Lender of its receipt and the contents thereof. Upon its receipt from the Administrative Agent of notification of the applicable Borrower's ’s acceptance of its Competitive Bid in accordance with the terms of this subsection (de), each successful bidding Lender will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. The Administrative Agent agrees to provide each Lender which has made a Competitive Bid in response to a particular Competitive Bid Request, with information with respect to the range of the Competitive Bids made in connection with such Competitive Bid Request, together with a description of the range of Competitive Bid(s) accepted by the applicable Borrower.

Acceptance of Competitive Bids. The applicable Borrower may, in ------------------------------ its sole and absolute discretion, subject only to the provisions of this subsection (de), accept or refuse any Competitive Bid offered to it. To accept a Competitive Bid, the applicable Borrower shall give telephone notification, which shall be binding, by 11:00 A.M. (Charlotte, North Carolina time) and confirmed with written notification (or telephonic notice promptly confirmed in writing) substantially in the form of Exhibit 2.2(d) (which shall be signed by a -------------- Responsible Officer2.2(e) of its acceptance of any or all such Competitive Bids to the Administrative Agent by 11:00 A.M. 1:00 P.M. (Charlotte, North Carolina time) on the latest date on which notice of election to make a Competitive Bid is to be given to the Administrative Agent by the Lenders; provided, however, (i) -------- ------- the failure by the applicable Borrower to give timely notice of its acceptance of a Competitive Bid shall be deemed to be a refusal thereof, (ii) the applicable Borrower may accept Competitive Bids within any one Interest Period only in ascending order of rates (and where two or more Lenders submit a Competitive Bid at the same Competitive Bid Rate, then pro rata between or among such Lenders, unless such pro rata allocation would result in a Lender making a Competitive Loan in a principal amount of less than $1,000,000, in which case the applicable Borrower may accept any one of such Competitive Bids)rates, (iii) the aggregate amount of Competitive Bids accepted by the applicable Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) the applicable Borrower may accept a portion of a Competitive Bid in the event, and to the extent, acceptance of the entire amount thereof would cause the applicable Borrower to exceed the principal amount specified in the Competitive Bid Request, subject however to the minimum amounts provided herein (and provided that where two or more Lenders submit such a Competitive Bid at the same Competitive Bid Rate and for the same Interest Period, then pro rata between or among such Lenders) and (v) no Competitive Bid bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess thereof, except that where a portion of a Competitive Bid is accepted in accordance with the provisions of subsection (iv) hereof, then in a minimum principal amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess thereof (but not in any event less than the minimum amount specified in the Competitive Bid), and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to subsection (iv) hereof, the amounts shall be rounded to integral multiples of $500,000 100,000 in a manner which shall be in the discretion of the applicable Borrower. A notice of acceptance of a Competitive Bid given by the applicable Borrower in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall, not later than 12:00 Noon (Charlotte, North Carolina time) on the date of receipt by the Administrative Agent of a notification from the applicable Borrower of its acceptance and/or refusal of Competitive Bids, notify each affected Lender of its receipt and the contents thereof. Upon its receipt from the Administrative Agent of notification of the applicable Borrower's acceptance of its Competitive Bid in accordance with the terms of this subsection (de), each successful bidding Lender will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. The Administrative Agent agrees to provide each Lender which has made a Competitive Bid in response to a particular Competitive Bid Request, with information with respect to the range of the Competitive Bids made in connection with such Competitive Bid Request, together with a description of the range of Competitive Bid(s) accepted by the applicable Borrower.