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 Administrative Agent by telephone, confirmed by telecopier in the form of Exhibit 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 not later than 12:00 noon, Charlotte time, on the day of each proposed 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 made at a particular Competitive Bid Rate 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 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) 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 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 $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 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 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 telecopier facsimile in the form of Exhibit C-4 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 above, (A) not later than 12:00 noon, Charlotte time, 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 Competitive Bid 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 made at a particular for Eurodollar Competitive Bid Loans or Fixed Rate for a particular 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; 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) in integral multiples of not less than 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 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 $5,000,000 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 telecopyfacsimile, 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 days after any holder of Notes shall have received such written offer pursuant to Section 2.4(a), such holder may in its sole and absolute discretion, subject only 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 Administrative Agent by telephone, confirmed by telecopier in the form of Exhibit 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 not later than 12:00 noon, Charlotte time, on the day of each proposed Competitive Bid 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 such holder's Notes as provided in Section 2.4(a) in a principal amount equal to its ratable share (from lowest based upon the ratio of the outstanding principal amount of Notes held by such holder at such time to highestthe 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 2.4) of bids made at a particular Competitive Bid Rate 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 bidthe Excess Cash Flow Payment as to which such offers to prepay were rejected or deemed rejected, if any, which exceeds such Lender's Commitment, (C) if Competitive Bids are made by two 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 multiplied by the Borrower (after consultation with the Administrative Agent) 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 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 $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 telecopy, 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 A holder of Notes may in its sole and absolute discretion, subject only to the provisions of this paragraph (c), 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 Administrative Agent by telephone, confirmed by telecopier in the form of Exhibit C-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 not later than 12:00 noon, Charlotte time, on prepay the day of each proposed Competitive Bid 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 to in paragraph (b) above, (B) the acceptance holders of bids by the Borrower shall be made on the basis more than 25% of ascending order (from lowest to highest) of bids made at a particular Competitive Bid Rate 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 or more Lenders for the same Competitive Bid Rate and the same Competitive Bid Interest Period, the principal amount accepted of the Notes then outstanding accept such offer within the applicable time period set forth above (the “Initial Accepting Holders”), the Issuer shall be allocated among then notify the holders of the Notes that have either rejected or not then responded to such Lenders by offer (the Borrower “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 (after consultation with the Administrative Agentfailure 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) in integral multiples (each Non-Accepting Holder that accepts such re-offer a “Subsequent Accepting Holder”). The Offered Amounts allocable to any Notes the holders of not less than $1,000,000, (D) which have rejected each such offer shall first be applied ratably to increase the aggregate prepayment amount of the Competitive Bids accepted by Notes of each Initial Accepting Holder and each Subsequent Accepting Holder, and any remaining amount shall (1) be applied on or prior to the Borrower shall not exceed Proposed Prepayment Date in accordance with the principal amount specified Bank Credit Agreement to repay the Loans (as defined in the Competitive Bid Request and Bank Credit Agreement), but without any requirement of a permanent reduction in the amount of the Revolving Commitments (Eas defined in the Bank Credit Agreement as in effect on the First Amendment Date) except pursuant and/or (2) be held as Unrestricted Cash. Notwithstanding anything to clause (D) abovethe contrary contained in this Section 9.14, no bid all prepayment amounts under this Section 9.14 shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $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 telecopy, and each successful bidder will thereupon become bound, subject rounded up to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid has been acceptednearest $1,000.

Acceptance; Rejection. At any time prior to twenty (i20) The Borrower days after any holder of Notes shall have received such written offer pursuant to Section 2.3(a), such holder may in its sole and absolute discretion, subject only 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 Administrative Agent by telephone, confirmed by telecopier in the form of Exhibit 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 not later than 12:00 noon, Charlotte time, on the day of each proposed Competitive Bid 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 such offer by such holder. Within three days after the end of such 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 equal to its ratable share (based upon the ratio of the 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 the bids referred holders which have also accepted their respective offers to in paragraph (b) above, (B) the acceptance of bids by the Borrower shall be prepay made on the basis of ascending order (from lowest pursuant to highestthis Section 2.3) of bids made at a particular Competitive Bid Rate 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 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 (a Lender's bid"REMNANT EQUITY EVENT PREPAYMENT"). To accept any Remnant Equity Event Prepayment under this Section 2.3(b), if anya 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 deemed to constitute a rejection of said Remnant Equity Event Prepayment, which exceeds such Lender's Commitmentand that any Remnant Equity Event Prepayment so rejected shall be reoffered, (C) if Competitive Bids are made by two or more Lenders for in 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) 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 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 $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 telecopymanner, 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. (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 telecopier facsimile in the form of Exhibit C-4 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 above, (A) not later than 12:00 noon, Charlotte time, 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 Competitive Bid 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 made at a particular for Eurodollar Competitive Bid Loans or Fixed Rate for a particular 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; 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) in integral multiples of not less than 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 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 $5,000,000 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 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 telecopyfacsimile, 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 A holder of Notes may in its sole and absolute discretion, subject only to the provisions of this paragraph (c), 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 Administrative Agent by telephone, confirmed by telecopier in the form of Exhibit C-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 not later than 12:00 noon, Charlotte time, on prepay the day of each proposed Competitive Bid 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 to in paragraph (b) above, (B) the acceptance holders of bids by the Borrower shall be made on the basis more than 25% of ascending order (from lowest to highest) of bids made at a particular Competitive Bid Rate 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 or more Lenders for the same Competitive Bid Rate and the same Competitive Bid Interest Period, the principal amount accepted of the Notes then outstanding accept such offer within the applicable time period set forth above (the “Initial Accepting Holders”), the Issuer shall be allocated among then notify the holders of the Notes that have either rejected or not then responded to such Lenders by offer (the Borrower “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 (after consultation with the Administrative Agentfailure 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) in integral multiples (each Non-Accepting Holder that accepts such re-offer a “Subsequent Accepting Holder”). The Offered Amounts allocable to any Notes the holders of not less than $1,000,000, (D) which have rejected each such offer shall first be applied ratably to increase the aggregate prepayment amount of the Competitive Bids accepted by Notes of each Initial Accepting Holder and each Subsequent Accepting Holder, and any remaining amount shall (1) be applied on or prior to the Borrower shall not exceed Proposed Prepayment Date in accordance with the principal amount specified Bank Credit Agreement to repay the Loans (as defined in the Competitive Bid Request and Bank Credit Agreement), but without any requirement of a permanent reduction in the amount of the Revolving Commitments (Eas defined in the Bank Credit Agreement as in effect on the First Amendment Date) except pursuant and/or (2) be held as Unrestricted Cash. Notwithstanding anything to clause (D) abovethe contrary contained in this Section 9.14, no bid all prepayment amounts under this Section 9.14 shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum principal amount of $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 telecopy, and each successful bidder will thereupon become bound, subject rounded up to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid has been acceptednearest $1,000.

Acceptance; Rejection. (i) The Borrower may in its sole and absolute discretionTo accept such Specified Asset Sale Prepayment Offer, 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 Administrative Agent by telephone, confirmed by telecopier in the form of Exhibit 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 Company not later than 12:00 noon, Charlotte time, on twenty (20) days after the day date of each proposed Competitive Bid Loan; provided, that such written notice from the Company (A) the failure by to accept such offer in writing within twenty (20) days after the Borrower to give date of such written notice shall be deemed to be constitute a rejection of all the bids referred 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 paragraph (brespect of such Specified Asset Sale Prepayment Transfer) above, (B) the acceptance of bids by the Borrower shall be made due and payable on the basis Specified Asset Sale Prepayment Date. Within three (3) Business Days after the end of ascending order such twenty (from lowest 20) day period, the Company shall offer, in writing, to highesteach 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 principal amount equal to its ratable share (based 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 bids made at a particular Competitive Bid Rate 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 the Net Proceeds Amount of such Specified Asset Sale as to which such offers to prepay was rejected or deemed rejected (a Lender's bid“Remnant Specified Asset Sale Prepayment Offer”). To accept any Remnant Specified Asset Sale Prepayment Offer under this Section 8.1(c)(ii), if anya holder of Notes shall cause a written notice of such acceptance to be delivered to the Company not later than eight (8) days after the date of receipt by such holder of such Remnant Specified Asset Sale Prepayment Offer (it being understood that the failure by a holder to accept such Remnant Specified Asset Sale Prepayment Offer as provided herein prior to the end of such eight-day period shall be deemed to constitute a rejection of said Remnant Specified Asset Sale Prepayment Offer, which exceeds such Lender's Commitmentand that any Remnant Specified Asset Sale Prepayment Offer so rejected shall be reoffered, (C) if Competitive Bids are made by two or more Lenders for in the same Competitive Bid Rate and the same Competitive Bid Interest Periodmanner, the principal amount pro rata, to any other holders which have accepted shall be allocated among such Lenders by the Borrower (after consultation with the Administrative Agent) in integral multiples of not less than $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) 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 $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 irrevocableapplicable Remnant Specified Asset Sale Prepayment Offers). (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 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 has been accepted.

Acceptance; Rejection. (i) The Borrower A holder of Notes may in its sole and absolute discretion, subject only 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 Administrative Agent by telephone, confirmed by telecopier in the form of Exhibit C-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 not later than 12:00 noon, Charlotte time, on prepay the day of each proposed Competitive Bid 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 be made without Make-Whole Amount or (b2) above, (B) the an acceptance of bids such offer by such holder if such payment is to be made with Make-Whole Amount. On the Borrower Business Day immediately following such 10th day, the 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 deemed to constitute (i) a rejection of such second offer by such holder if such prepayment is to be made on 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 basis of ascending order (from lowest to highest) of bids made at a particular Competitive Bid Rate 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 or more Lenders for the same Competitive Bid Rate and the same Competitive Bid Interest PeriodProposed Prepayment Date, the principal amount accepted Company shall be allocated among such Lenders by the Borrower (after consultation with the Administrative Agent) in integral multiples of not less than $1,000,000, (D) 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) 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 $5,000,000 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 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 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 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 telecopier in the form of Exhibit 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 above, (A) not later than 12:00 noon11:30 a.m., Charlotte time, three (3) Business Days before a proposed LIBOR Competitive Bid Loan and (B) not later than 11:30 a.m., Charlotte time, on the day of each same Business Day as a proposed Competitive Bid 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 made at a particular Competitive Bids for LIBOR Competitive Bid Loans or Absolute Rate for a particular 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; 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, (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 rata basis 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 and (EZ) except pursuant to clause (DX) 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 $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 telephone 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.

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 either (x) the Administrative Agent, in the event the Borrower submitted the Competitive Bid Request to the Administrative Agent (who in turn shall promptly notify the Lenders) or (y) each Lender, in the event the Borrower submitted the Competitive Bid Request to the Lenders, in either case not later than 11:00 a.m. (New York time) on the day of each proposed Absolute Rate Loan, by telecopier (or by telephone, confirmed by telecopier telecopier) in the form of Exhibit C-4 C-3 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 not later than 12:00 noon, Charlotte time, on the day of each proposed Competitive Bid Loanabove; provided, that (A) the failure by the Borrower to give such notice in accordance with either (x) or (y) 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 made at a particular Competitive Bid Rate for a particular Competitive Bid Interest Period and the Borrower shall not accept a bid made at a particular Competitive Bid Absolute 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 CommitmentAbsolute Rate, (C) if Competitive Bids are made by two 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) in integral multiples of not less than $1,000,000, (D) the aggregate principal amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request Request, (D) if the Borrower shall accept a bid or bids made at a particular Absolute Rate and such bid or bids would cause the total principal amount of accepted bids to exceed the principal amount specified in the Competitive Bid Request, then the aggregate principal amount of the bids made at such Absolute Rates shall be reduced ratably as necessary to eliminate such excess, and (E) except pursuant to clause (D) above, no bid shall be accepted for a Competitive Bid an Absolute Rate Loan unless such Competitive Bid Absolute Rate Loan is in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and provided further, that if an Absolute Rate Loan must be in a principal amount less than $5,000,000 due to the provisions of clause (D) above, such Absolute Rate Loan may be for a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Absolute Rate pursuant to clause (D) the amounts shall be rounded to integral multiples of $100,000 in a manner which shall be in the discretion of the Borrower. 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 telecopy, and each Each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Absolute Rate Loan in respect of which its bid has been acceptedaccepted after receipt by it of notice thereof.

Acceptance; Rejection. (i) The Borrower Lessor may in its sole and absolute discretion, subject only to the provisions of this paragraph (c), 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. The Borrower ; provided that if such Proposed Purchase Date shall notify the Administrative Agent by telephone, confirmed by telecopier in the form of Exhibit C-4 hereto (a "Competitive Bid Accept/Reject Letter"), whether and be deferred pursuant to what extent it has decided to accept or reject any or all of the bids referred to in paragraph (bf) above 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 later less than 12:00 noon, Charlotte time, on the day of each proposed Competitive Bid Loan; provided, that three (A3) the days prior to any deferred prepayment date. A failure by the Borrower Lessor to give such notice respond to an offer to prepay made pursuant to this Section 10.2 shall be deemed to be constitute a rejection of all such offer by the bids referred Lessor. Notwithstanding anything contained in this paragraph to the contrary, no Lessor Amount may be prepaid in connection with any Change in Control unless at least one (1) holder of Notes has elected to have its Notes prepaid in connection with such Change in Control. (ii) A holder of Notes may accept or reject the offer to purchase Notes made pursuant to this Section 10.2 by causing a notice of such acceptance or rejection to be delivered to the Indenture Trustee within fifteen (15) Business Days after receipt of the 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, (B) the then any acceptance of bids an offer may be rescinded by a holder by written notice delivered to the Borrower shall be made on the basis of ascending order (from lowest to highest) of bids made at a particular Competitive Bid Rate 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 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) in integral multiples of Indenture Trustee not less than $1,000,000, three (D3) 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) except pursuant days prior 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 $5,000,000 or a whole multiple of $1,000,000 in excess thereofany deferred prepayment date. A notice given failure by the Borrower a holder of Notes to respond to an offer to purchase made pursuant to this paragraph (c) Section 10.2 shall be irrevocabledeemed to constitute an acceptance of such offer by such holder. (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 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 has been accepted.