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. (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. If JV Shareholder gives a notice to RCI under clause (ib), JV Shareholder shall negotiate diligently and in good faith with RCI for a period of 21 days following receipt by RCI of the notice from JV Shareholder referred to in clause (b) The Borrower may (in its sole this clause 7.1(c) the "Negotiation Period") to attempt to agree upon the terms and absolute discretion, subject only conditions to the provisions Transfer of the JV Offered Securities to RCI which are satisfactory to JV Shareholder and RCI. If on the expiry of the Negotiation Period, an agreement cannot be reached, JV Shareholder may, during the 60 day period following the expiry of the Negotiation Period, Transfer the JV Offered Securities to any bona fide Third Party or Third Parties provided that if the JV Offered Securities include Securities other than Class B Shares, such JV Offered Securities, if convertible or exchangeable, directly or indirectly, into Class B Shares, are converted or exchanged into Class B Shares prior to the completion of such Transfer and provided that no one Person following completion of such Transfer acquires more than 5% of the Equity Shares of RCMCI except for Persons who are equipment, software or service providers to the RCMCI Group who have an on-going business relationship with the RCMCI Group which Persons may acquire up to 10% of the Equity Shares outstanding. On any such Transfer, the price per Security shall be greater than the price per Security offered by RCI pursuant to the highest offer made in writing by RCI to JV Shareholder prior to the expiry of the Negotiation Period or, if no such offer was made, shall be on such terms and conditions as JV Shareholder shall determine. In the event that no Transfer to a bona fide Third Party or Third Parties has been completed prior to the expiry of the 60 day period referred to in this paragraph clause (c), accept or reject any Competitive Bid referred to JV Shareholder shall comply again with the Right of First Negotiation in paragraph (b) above. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopier accordance with its terms in the form event that JV Shareholder proposes any subsequent sale 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 irrevocableSecurities. (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 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 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 proposed Competitive Bid Absolute 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 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 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 $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, (E) if the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate and such bid or bids would cause the total amount of accepted bids to exceed the amount specified in the Competitive Bid Request, then the amount of the bid or aggregate amount of the bids made at such Competitive Bid Rate shall be reduced ratably as necessary to eliminate such excess, and (EF) except pursuant to clause (DE) 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 3,000,000 or a whole multiple of $1,000,000 in excess thereof; and provided further, that if a Competitive Bid Loan must be in an amount less than $3,000,000 or an integral multiple of $1,000,000 due to the provisions of clause (E) above, such Competitive Bid Loan may be for a minimum 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 Competitive Bid 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 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 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 may Company 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 Company shall notify the Administrative Agent by telephone, confirmed by telecopier or e-mail 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 above, (A) not later than 12:00 noon11:30 a.m. (Chicago time) three (3) Business Days before a proposed LIBOR Competitive Bid Loan and (B) not later than 11:30 a.m., Charlotte Chicago time, on the day of each proposed Competitive Bid Absolute Rate Loan; provided, that (A1) the failure by the Borrower Company to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (b) above, (B2) the acceptance of bids by the Borrower Company shall be made on the basis of ascending order (from lowest to highest) of bids made at a particular for LIBOR Competitive Bid Loans or Absolute Rate for a particular Loans within each Competitive Bid Interest Period and the Borrower Company shall not accept a bid made at a particular Competitive Bid Rate for a particular Competitive Bid Interest Period if the Borrower Company 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, (C3) 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 dollar amount accepted shall be allocated among such Lenders by the Borrower Company (after consultation with the Administrative Agent) in integral multiples of not less than $1,000,000, (D4) the aggregate amount of the Competitive Bids accepted by the Borrower Company shall not exceed the principal amount specified in the Competitive Bid Request and (E5) except pursuant to clause (D4) 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 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof. A notice given by the Borrower Company 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 email in the form of Exhibit C-4 A-8 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 Section 2.04(b), (bA) above 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, 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) aboveSection 2.04(b), (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 (cSection 2.04(c)(i) 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 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-8 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 Section 2.04(b), (bA) above 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, 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) aboveSection 2.04(b), (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 (cSection 2.04(c)(i) 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) a. 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 email in the form of Exhibit C-4 A-8 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 Section 2.04(b), (bA) above 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, 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) aboveSection 2.04(b), (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 (cSection 2.04(c)(i) shall be irrevocable. (ii) b. 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 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, noon (Charlotte time), on the day of each proposed Competitive Bid Absolute 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 Competitive Bid Absolute 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 Absolute Rate for the same Competitive Bid a particular 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 Absolute 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 Request, (E) if the Borrower shall accept a bid or bids made at a particular Absolute Rate and such bid or bids would cause the total amount of accepted bids to exceed the amount specified in the Competitive Bid Request, then the amount of the bid or aggregate amount of the bids made at such Absolute Rate shall be reduced ratably as necessary to eliminate such excess, and (EF) except pursuant to clause (DE) 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. A notice given by the Borrower pursuant to this paragraph (c) shall ; and provided further, that if an Absolute Rate Loan must 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 an amount and at what Competitive Bid Rate) by telecopy, and each successful bidder will thereupon become bound, subject less than $5,000,000 due to the other applicable conditions hereofprovisions of clause (D) above, to make the Competitive Bid such Absolute Rate Loan in respect may be for a minimum of which its bid has been accepted.$1,000,000 or a whole multiple of $500,000 in

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-8 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 Section 2.04(b), (bA) above 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, 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) aboveSection 2.04(b), (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 Revolving Credit Lenders for the same Competitive Bid Rate and the same Competitive Bid Interest Period, the principal amount accepted shall be allocated among such Revolving Credit 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 (cSection 2.04(c)(i) shall be irrevocable. (ii) The Administrative Agent shall promptly notify each bidding Revolving Credit 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.