Common use of Competitive Bids Clause in Contracts

Competitive Bids. (i) Each Lender may, in its sole discretion, make up to three (3) Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Administrative Agent via facsimile, in the form of Exhibit A-3 hereto, (A) not later than 10:30 a.m. three (3) Business Days before any proposed Eurodollar Competitive Bid Loan and (B) not later than 10:30 a.m. on the same Business Day as a proposed Fixed Rate Loan, and any Competitive Bid received by the Administrative Agent after such time can be rejected by the Administrative Agent. Competitive Bids that do not conform substantially to the form of Exhibit A-3 or otherwise include additional conditions to funding shall be rejected by the Administrative Agent and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (A) the principal amount of the Competitive Bid Loan or Loans that the Lender is willing to make to the Borrower which shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and may equal the entire principal amount of the Competitive Bid Loan requested by the Borrower, (B) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Bid Loan or Loans and (C) the Competitive Bid Interest Period with respect thereto. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (ii) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower at least one quarter (1/4) of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to clause (i) above. (iii) The Administrative Agent shall notify the Borrower by facsimile, (A) not later than 11:00 a.m. three (3) Business Days before a proposed Eurodollar Competitive Bid Loan and (B) not later than 11:00 a.m. on the same Business Day of each proposed Fixed Rate Loan, of all the Competitive Bids made, the Competitive Bid Rate or Rates, the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid was made, the Competitive Bid Interest Period applicable to each such Eurodollar Competitive Bid Loan and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.04. (iv) All notices required by this Section 2.04 shall be given in accordance with Section 9.01.

Competitive Bids. (i) Each Lender may, in its sole discretion, make up to three (3) Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Administrative Agent via facsimile, in the form of Exhibit A-3 hereto, (A) not later than 10:30 a.m. three (3) Business Days before any proposed Eurodollar Competitive Bid Loan and (B) not later than 10:30 a.m. on the same Business Day as a proposed Fixed Rate Loan, and any Competitive Bid received by the Administrative Agent after such time can be rejected by the Administrative Agent. Competitive Bids that do not conform substantially to the form of Exhibit A-3 or otherwise include additional conditions to funding shall be rejected by the Administrative Agent and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (A) the principal amount of the Competitive Bid Loan or Loans that the Lender is willing to make to the Borrower which shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and may equal the entire principal amount of the Competitive Bid Loan requested by the Borrower, (B) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Bid Loan or Loans and (C) the Competitive Bid Interest Period with respect thereto. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (ii) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower at least one quarter (1/4) of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to clause (i) above. (iii) The Administrative Agent shall notify the Borrower by facsimile, (A) not later than 11:00 a.m. three (3) Business Days before a proposed Eurodollar Competitive Bid Loan and (B) not later than 11:00 a.m. on the same Business Day of each proposed Fixed Rate Loan, of all the Competitive Bids made, the Competitive Bid Rate or Rates, the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid was made, the Competitive Bid Interest Period applicable to each such Eurodollar Competitive Bid Loan and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.04. (iv) All notices required by this Section 2.04 shall be given in accordance with Section 9.01.

Competitive Bids. (i) Each Lender may, in its sole discretion, make up to three (3) Competitive Bids to the Borrower in response to a Competitive ompetitive Bid Request. Each Competitive Bid by a Lender must be received by the Administrative Agent via facsimiletelecopier, in the form of Exhibit A-3 C-3, hereto, (A) not later than 10:30 a.m. a.m., Charlotte time, three (3) Business Days before any proposed Eurodollar LIBOR Competitive Bid Loan and (B) not later than 10:30 a.m. a.m., Charlotte time, on the same Business Day as a proposed Fixed Absolute Rate Loan, and any Competitive Bid received by the Administrative Agent after such time can be rejected by the Administrative Agent. Competitive Bids that do not conform substantially to the form of Exhibit A-3 C-3 hereto or otherwise include additional conditions to funding shall be rejected by the Administrative Agent and the Administrative Agent shall notify the Lender making such nonconforming bid Competitive Bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (A) the principal amount of the Competitive Bid Loan or Loans that the applicable Lender is willing to make to the Borrower which shall be in a minimum principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof and may equal the entire principal amount of the Competitive Bid Loan requested by the Borrower, (B) the Competitive Bid Rate or Rates at which the such Lender is prepared to make the Competitive Bid Loan or Loans and (C) the Competitive Bid Interest Period with respect theretoapplicable to each such Loan and the last day thereof. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (ii) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid Competitive Bid directly to the Borrower at least one quarter (1/4) of an hour earlier than the latest time at which the other Lenders are required to submit their bids Competitive Bids to the Administrative Agent pursuant to clause (i) above. (iii) The Administrative Agent shall notify the Borrower by facsimiletelecopier, (A) not later than 11:00 a.m. a.m., Charlotte time, three (3) Business Days before a proposed Eurodollar LIBOR Competitive Bid Loan and (B) not later than 11:00 a.m. a.m., Charlotte time, on the same Business Day of each proposed Fixed Absolute Rate Loan, of all the Competitive Bids made, the Competitive Bid Rate or Rates, the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid was made, the Competitive Bid Interest Period applicable to each such Eurodollar LIBOR Competitive Bid Loan and the identity of the Lender that made each bidCompetitive Bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.042.6. (iv) All notices required by this Section 2.04 shall be given in accordance with Section 9.01.

Competitive Bids. (i) Each Lender may, in its sole discretion, make up to three (3) Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Administrative Agent via facsimile, in the form of Exhibit A-3 A-7 hereto, (A) not later than 10:30 a.m. three (3) Business Days before any proposed Eurodollar Competitive Bid Loan and (B) not later than 10:30 a.m. on the same Business Day as a proposed Fixed Rate Loan, and any Competitive Bid received by the Administrative Agent after such time can be rejected by the Administrative Agent. Competitive Bids that do not conform substantially to the form of Exhibit A-3 A-7 or otherwise include additional conditions to funding shall be rejected by the Administrative Agent and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (A) the principal amount of the Competitive Bid Loan or Loans that the Lender is willing to make to the Borrower which shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and may equal the entire principal amount of the Competitive Bid Loan requested by the Borrower, (B) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Bid Loan or Loans and (C) the Competitive Bid Interest Period with respect thereto. A Competitive Bid submitted by a Lender pursuant to this paragraph (bSection 2.04(b)(i) shall be irrevocable. (ii) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower at least one quarter (1/4) of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to clause (i) aboveSection 2.04(b)(i). (iii) The Administrative Agent shall notify the Borrower by facsimileemail, (A) not later than 11:00 a.m. three (3) Business Days before a proposed Eurodollar Competitive Bid Loan and (B) not later than 11:00 a.m. on the same Business Day of each proposed Fixed Rate Loan, of all the Competitive Bids made, the Competitive Bid Rate or Rates, the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid was made, the Competitive Bid Interest Period applicable to each such Eurodollar Competitive Bid Loan and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.04. (iv) All notices required by this Section 2.04 shall be given in accordance with Section 9.01.

Competitive Bids. (i) Each Lender may, in its sole discretionbut shall have no obligation to, submit one or more Competitive Bids, each containing an irrevocable offer to make up to three (3) a Competitive Bids to the Borrower Bid Loan in response to a Competitive Bid Request; provided, that if -------- the Borrower's Competitive Bid Request (for itself or on behalf of any Designated Borrower) specified more than one Interest Period, such Lender may make a single submission containing a separate offer for each Interest Period and each such separate offer shall be deemed to be a separate Competitive Bid. Each Competitive Bid by a Lender must be received by the Administrative Agent via facsimile, in the form of Exhibit A-3 hereto, (A) by telecopy not later than 10:30 a.m. three (3x) Business Days before any proposed Eurodollar in the case of a Competitive Bid Loan and (B) not later than Eurocurrency Borrowing, 10:30 a.m. on the same third Business Day as a prior to the proposed date of Borrowing, and (y) in the case of an Competitive Bid Fixed Rate LoanBorrowing, and any Competitive Bid received by 9:00 a.m. on the day of the proposed Borrowing; provided, that if the -------- Administrative Agent after such time can be rejected by (or any Affiliate of the Administrative Agent. Competitive Bids that do not conform substantially to the form of Exhibit A-3 or otherwise include additional conditions to funding shall be rejected by the Administrative Agent and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (A) the principal amount of the Competitive Bid Loan or Loans that the Lender is willing to make to the Borrower which shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and may equal the entire principal amount of the Competitive Bid Loan requested by the Borrower, (B) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Bid Loan or Loans and (C) the Competitive Bid Interest Period with respect thereto. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (ii) If the Administrative Agent shall elect elects to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid Competitive Bid directly to the Borrower at least one quarter 15 minutes prior to the deadline for the other Lenders. (1/4ii) Each Competitive Bid shall specify (A) the principal amount (which shall be a minimum principal amount of $5,000,000 (or the Dollar Equivalent thereof in the Foreign Currency in which such Competitive Bid Loan is denominated) or a larger multiple of $1,000,000) (or the Dollar Equivalent thereof in the Foreign Currency in which such Competitive Bid Loan is denominated) of an hour earlier each Competitive Bid Loan and the Interest Period applicable thereto and the aggregate principal amount of all Competitive Bid Loans for all Interest Periods (which principal amount may be greater than the latest time Revolving Commitment of such Lender but which may not exceed the aggregate principal amount of Competitive Bid Loans for each Interest Period for which Competitive Bid Requests were requested) and (B) the Competitive Bid Rate or Rates at which such Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the other Lenders are required form of a decimal to submit their bids no more than four decimal places). Competitive Bids that do not conform substantially to Exhibit 2.6-C may be ------------- rejected by the Administrative Agent, and the Administrative Agent pursuant to clause (i) aboveshall notify the applicable Lender as promptly as possible. (iii) The Administrative Agent No Competitive Bid shall notify contain qualifying, conditional or similar language or propose terms other than or in addition to those set forth in the applicable Competitive Bid Request, and in particular, no Competitive Bid may be conditioned upon the acceptance by the Borrower by facsimile, (Afor itself or on behalf of any Designated Borrower) not later than 11:00 a.m. three (3) Business Days before a proposed Eurodollar Competitive Bid Loan and (B) not later than 11:00 a.m. on the same Business Day of each proposed Fixed Rate Loan, of all the Competitive Bids made, the Competitive Bid Rate (or Rates, some specified minimum) of the principal amount of each the Competitive Bid Loan in respect of for which a the Competitive Bid was made, the Competitive Bid Interest Period applicable to each such Eurodollar Competitive Bid Loan and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.04. (iv) All notices required After the Competitive Bids have been submitted, the Administrative Agent shall promptly notify by this Section 2.04 shall be given in accordance with Section 9.01telecopy the Borrower of (A) the aggregate principal amount of the Competitive Bid Borrowing for which offers have been received and (B) the principal amounts and Competitive Bid Rates so offered by each Lender (and the identity of such Lender).

Competitive Bids. (i) Each Lender may, in its sole discretion, make up to three (3) one or more Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Request by delivering any such Competitive Bids directly (A) to the Administrative Agent, if the Lender received the applicable Competitive Bid by a Lender must be received by Request from the Administrative Agent via facsimileor (B) to the Borrower, if the Lender received the applicable Competitive Bid Request from the Borrower, in each case, in the form of Exhibit A-3 hereto, (A) C-2 hereto not later than 10:30 10:00 a.m. three (3New York time) Business Days before any on the date of such proposed Eurodollar borrowing specified in the Competitive Bid Loan and (B) not later than 10:30 a.m. on the same Business Day as a proposed Fixed Rate Loan, and any Competitive Bid received by the Administrative Agent after such time can be rejected by the Administrative Agent. Competitive Bids that do not conform substantially Request delivered with respect thereto pursuant to the form of Exhibit A-3 or otherwise include additional conditions to funding shall be rejected by the Administrative Agent and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicableSection 2.4(a). Each Competitive Bid shall refer to this Agreement and specify (A) the principal amount of the Competitive Bid Absolute Rate Loan or Loans that the Lender is willing to make to the Borrower Borrower, which shall be in a minimum principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof and may equal the entire principal amount of the Competitive Bid Absolute Rate Loan requested by the Borrower, (B) the Competitive Bid Absolute Rate or Rates at which the Lender is prepared to make the Competitive Bid Absolute Rate Loan or Loans and (C) the Competitive Bid Interest Period with respect thereto. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (ii) If A Competitive Bid that does not conform substantially to the form of Exhibit C-2 or otherwise includes additional conditions to funding shall be rejected (A) by the Administrative Agent, if the Lender made such Competitive Bid to the Administrative Agent or (B) by the Borrower, if the Lender made such Competitive Bid to the Borrower, and in each case, the party rejecting such nonconforming bid shall elect notify the Lender who made such nonconforming bid of such rejection as soon as practicable. (iii) In the event that the Borrower has submitted the Competitive Bid Request directly to the Administrative Agent pursuant to Section 2.4(a)(i) above: (A) The Administrative Agent shall promptly notify the Borrower by telecopier of all the Competitive Bids made to it pursuant to Section 2.4(b)(i)(A) above, the Absolute Rates and the principal amount of each Absolute Rate Loan in respect of which a Competitive Bid was made and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all such Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.4. (B) The Administrative Agent may submit a Competitive Bid in its capacity as a Lender, it provided, however, that the Administrative Agent shall submit such bid directly to the Borrower at least one quarter (1/4) half of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to clause (iSection 2.4(b)(i)(A) above. (iii) The Administrative Agent shall notify the Borrower by facsimile, (A) not later than 11:00 a.m. three (3) Business Days before a proposed Eurodollar Competitive Bid Loan and (B) not later than 11:00 a.m. on the same Business Day of each proposed Fixed Rate Loan, of all the Competitive Bids made, the Competitive Bid Rate or Rates, the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid was made, the Competitive Bid Interest Period applicable to each such Eurodollar Competitive Bid Loan and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.04. (iv) All notices required by this Section 2.04 shall be given in accordance with Section 9.01.

Competitive Bids. (i) Each Lender may, in Bank and Designated Bidder may at its sole discretion, discretion submit a Competitive Bid containing an offer or offers to make up to three (3) Competitive Bids to the Borrower Bid Loans in response to a any Competitive Bid Request. Each Competitive Bid by a Lender must comply with the requirements of this subsection 2.07(c) and must be received submitted to the Agent (for Agency Auctions) or the Company (for Company Auctions) by facsimile transmission at the Administrative Agent via facsimilerespective office for notices set forth on the signature pages hereto not later than (1) 6:30 a.m. (San Francisco time) three Business Days prior to the proposed date of Borrowing, in the form case of Exhibit A-3 heretoa LIBOR Auction or (2) 6:30 a.m. (San Francisco time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction. (ii) In the case of Agency Auctions, Competitive Bids submitted by the Agent (or any Affiliate of the Agent) in the capacity of a Bank or Designated Bidder may be submitted, and may only be submitted, if the Agent notifies the Company of the terms of the offer or offers contained therein not later than (A) not later than 10:30 6:15 a.m. (San Francisco time) three (3) Business Days before any prior to the proposed Eurodollar Competitive Bid Loan and date of Borrowing, in the case of a LIBOR Auction or (B) not later than 10:30 6:15 a.m. (San Francisco time) on the same Business Day as a proposed Fixed date of Borrowing, in the case of an Absolute Rate Loan, and any Competitive Bid received by the Administrative Agent after such time can be rejected by the Administrative Agent. Competitive Bids that do not conform substantially to the form of Exhibit A-3 or otherwise include additional conditions to funding shall be rejected by the Administrative Agent and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Auction. (iii) Each Competitive Bid shall refer to this Agreement and specify be in substantially the form of EXHIBIT F, specifying therein: (A) the proposed date of Borrowing; (B) the principal amount of the each Bid Loan for which such Competitive Bid Loan or Loans that the Lender is willing to make to the Borrower being made, which shall be in a minimum principal amount (x) may be equal to, greater than or less than the Commitment of the quoting Bank, (y) must be $1,000,000 or a whole multiple in multiples of $1,000,000 in excess thereof and may equal the entire principal amount of the Competitive Bid Loan requested by the Borrowerthereof, (B) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Bid Loan or Loans and (Cz) the Competitive Bid Interest Period with respect thereto. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (ii) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower at least one quarter (1/4) of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to clause (i) above. (iii) The Administrative Agent shall notify the Borrower by facsimile, (A) may not later than 11:00 a.m. three (3) Business Days before a proposed Eurodollar Competitive Bid Loan and (B) not later than 11:00 a.m. on the same Business Day of each proposed Fixed Rate Loan, of all the Competitive Bids made, the Competitive Bid Rate or Rates, exceed the principal amount of each Bid Loans for which Competitive Bid Loan Bids were requested; (C) in respect of which case the Company elects a Competitive Bid was madeLIBOR Auction, the Competitive margin above or below LIBOR (the "LIBOR BID MARGIN") offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be added to or subtracted from the applicable LIBOR and the Interest Period applicable to thereto; (D) in case the Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis point (the "ABSOLUTE RATE") offered for each such Eurodollar Competitive Bid Loan and the Interest Period applicable thereto; and (E) the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.04quoting Bank or Designated Bidder. (iv) All notices A Competitive Bid may contain up to three separate offers by the quoting Bank or Designated Bidder with respect to each Interest Period specified in the related Competitive Bid Request. (v) Any Competitive Bid shall be disregarded if it: (A) is not substantially in conformity with EXHIBIT F or does not specify all of the information required by subsection (c)(ii) of this Section 2.04 shall Section; (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Competitive Bid Request; or (D) arrives after the time set forth in subsection (c)(i) or (ii). (vi) Notwithstanding anything to the contrary contained in this subsection 2.07(c), a Competitive Bid by BofA may contain, and will not be given disregarded if it does contain, a restriction on the use of proceeds of the type contained in accordance with Section 9.01paragraph 7.07 of this Agreement.

Competitive Bids. (i) Each Lender may, in its sole discretion, make up to three (3) Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Administrative Agent via facsimile, in the form of Exhibit A-3 A-7 hereto, (A) not later than 10:30 a.m. three (3) Business Days before any proposed Eurodollar Competitive Bid Loan and (B) not later than 10:30 a.m. on the same Business Day as a proposed Fixed Rate Loan, and any Competitive Bid received by the Administrative Agent after such time can be rejected by the Administrative Agent. Competitive Bids that do not conform substantially to the form of Exhibit A-3 A-7 or otherwise include additional conditions to funding shall be rejected by the Administrative Agent and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (A) the principal amount of the Competitive Bid Loan or Loans that the Lender is willing to make to the Borrower which shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and may equal the entire principal amount of the Competitive Bid Loan requested by the Borrower, (B) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Bid Loan or Loans and (C) the Competitive Bid Interest Period with respect thereto. A Competitive Bid submitted by a Lender pursuant to this paragraph (bSection 2.04(b)(i) shall be irrevocable. (ii) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower at least one quarter (1/4) of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to clause (i) aboveSection 2.04(b)(i). (iii) The Administrative Agent shall notify the Borrower by facsimile, (A) not later than 11:00 a.m. three (3) Business Days before a proposed Eurodollar Competitive Bid Loan and (B) not later than 11:00 a.m. on the same Business Day of each proposed Fixed Rate Loan, of all the Competitive Bids made, the Competitive Bid Rate or Rates, the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid was made, the Competitive Bid Interest Period applicable to each such Eurodollar Competitive Bid Loan and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.04. (iv) All notices required by this Section 2.04 shall be given in accordance with Section 9.01.

Competitive Bids. (i) Each Lender may, in its sole discretion, make up to three (3) one or more Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Administrative Agent via facsimiletelecopier, in the form of Exhibit A-3 heretoC-3 hereto (a "Competitive Bid"), (A) not later than 10:30 a.m. three (3) Business Days before any proposed Eurodollar Competitive Bid Loan and (B) not later than 10:30 a.m. Charlotte time), on the same Business Day as day of a proposed Fixed Absolute Rate Loan, and any Competitive Bid received by the Administrative Agent after such time can be rejected by the Administrative Agent. Competitive Bids that do not conform substantially to the form of Exhibit A-3 C-3 or otherwise include additional conditions to funding shall be rejected by the Administrative Agent and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (A) the principal amount of the Competitive Bid Absolute Rate Loan or Loans that the Lender is willing to make to the Borrower Borrower, which shall be in a minimum principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof and may equal (but not exceed) the entire principal amount of the Competitive Bid Absolute Rate Loan requested by the Borrower, (B) the Competitive Bid Absolute Rate or Rates at which the Lender is prepared to make the Competitive Bid Absolute Rate Loan or Loans and (C) the Competitive Bid Interest Period with respect thereto. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (ii) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower at least one quarter not later than 10:15 a.m. (1/4) Charlotte time), on the day of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to clause (i) abovea proposed Absolute Rate Loan. (iii) The Administrative Agent shall notify the Borrower by facsimile, (A) not later than 11:00 a.m. three (3) Business Days before Charlotte time), on the day of a proposed Eurodollar Competitive Bid Loan and (B) not later than 11:00 a.m. on the same Business Day of each proposed Fixed Absolute Rate Loan, by telecopier of all the Competitive Bids made, the Competitive Bid Rate or Rates, Absolute Rates and the principal amount of each Competitive Bid Absolute Rate Loan in respect of which a Competitive Bid was made, the Competitive Bid Interest Period applicable to each such Eurodollar Competitive Bid Loan made and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.042.4. (iv) All notices required by this Section 2.04 shall be given in accordance with Section 9.01.

Competitive Bids. (i) Each Revolving Credit Lender may, in its sole discretion, make up to three (3) Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Revolving Credit Lender must be received by the Administrative Agent via facsimile, in the form of Exhibit A-3 A-7 hereto, (A) not later than 10:30 a.m. three (3) Business Days before any proposed Eurodollar Competitive Bid Loan and (B) not later than 10:30 a.m. on the same Business Day as a proposed Fixed Rate Loan, and any Competitive Bid received by the Administrative Agent after such time can be rejected by the Administrative Agent. Competitive Bids that do not conform substantially to the form of Exhibit A-3 A-7 or otherwise include additional conditions to funding shall be rejected by the Administrative Agent and the Administrative Agent shall notify the Revolving Credit Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (A) the principal amount of the Competitive Bid Loan or Loans that the Revolving Credit Lender is willing to make to the Borrower which shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and may equal the entire principal amount of the Competitive Bid Loan requested by the Borrower, (B) the Competitive Bid Rate or Rates at which the Revolving Credit Lender is prepared to make the Competitive Bid Loan or Loans and (C) the Competitive Bid Interest Period with respect thereto. A Competitive Bid submitted by a Revolving Credit Lender pursuant to this paragraph (bSection 2.04(b)(i) shall be irrevocable. (ii) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Revolving Credit Lender, it shall submit such bid directly to the Borrower at least one quarter (1/4) of an hour earlier than the latest time at which the other Revolving Credit Lenders are required to submit their bids to the Administrative Agent pursuant to clause (i) aboveSection 2.04(b)(i). (iii) The Administrative Agent shall notify the Borrower by facsimile, (A) not later than 11:00 a.m. three (3) Business Days before a proposed Eurodollar Competitive Bid Loan and (B) not later than 11:00 a.m. on the same Business Day of each proposed Fixed Rate Loan, of all the Competitive Bids made, the Competitive Bid Rate or Rates, the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid was made, the Competitive Bid Interest Period applicable to each such Eurodollar Competitive Bid Loan and the identity of the Revolving Credit Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.04. (iv) All notices required by this Section 2.04 shall be given in accordance with Section 9.01.

Competitive Bids. (i) Each Lender may, in its sole discretion, make up to three (3) Competitive Bids to the Borrower Company in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Administrative Agent via facsimiletelecopier or e-mail, in the form of Exhibit A-3 C-3 hereto, (A) not later than 10:30 a.m. (Chicago time) three (3) Business Days before any proposed Eurodollar LIBOR Competitive Bid Loan and (B) not later than 10:30 a.m. (Chicago time) on the same Business Day as a proposed Fixed Absolute Rate Loan, and any Competitive Bid received by the Administrative Agent after such time can be rejected by the Administrative Agent. Competitive Bids that do not conform substantially to the form of Exhibit A-3 C-3 or otherwise include additional conditions to funding shall be rejected by the Administrative Agent and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (A) the principal amount of the Competitive Bid Loan or Competitive Bid Loans that the Lender is willing to make to the Borrower Company which shall be in a minimum principal amount of $1,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof and may equal the entire principal amount of the Competitive Bid Loan requested by the BorrowerCompany, (B) the Competitive Bid Rate or Competitive Bid Rates at which the Lender is prepared to make the Competitive Bid Loan or Loans and (C) the Competitive Bid Interest Period with respect thereto. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (ii) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower Company at least one quarter (1/4) of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to clause (i) above. (iii) The Administrative Agent shall notify the Borrower Company by facsimiletelecopier or electronic mail, (A) not later than 11:00 a.m. (Chicago time) three (3) Business Days before a proposed Eurodollar LIBOR Competitive Bid Loan and (B) not later than 11:00 a.m. (Chicago time) on the same Business Day of each proposed Fixed Absolute Rate Loan, of all the Competitive Bids made, the Competitive Bid Rate or Competitive Bid Rates, the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid was made, the Competitive Bid Interest Period applicable to each such Eurodollar LIBOR Competitive Bid Loan Loan, and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.042.2. (iv) All notices required by this Section 2.04 2.2 shall be given in accordance with Section 9.0110.1.

Competitive Bids. (i) Each Lender maymay make, in its sole discretion, make up to three (3) Competitive Bids to the Borrower in response responsive to a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Administrative Agent via facsimiletelecopier, in the form of Exhibit A-3 heretoC-3, (Ai) not later than 10:30 a.m. a.m., Charlotte time, three (3) Business Days before any proposed Eurodollar LIBOR Competitive Bid Loan and (Bii) not later than 10:30 a.m. a.m., Charlotte time, on the same Business Day as a of any proposed Fixed Absolute Rate Loan, and any Competitive Bid received . Multiple bids shall be accepted by the Administrative Agent after such time can be rejected by the Administrative Agent. Competitive Bids that do not conform substantially to the form format of Exhibit A-3 or otherwise include additional conditions to funding shall C-3 may be rejected by the Administrative Agent after conferring with, and upon the instruction of, the Borrower, and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (Ax) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Bid Loan requested by the Borrower) of the Competitive Bid Loan or Loans that the Lender is willing to make to the Borrower which shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and may equal the entire principal amount of the Competitive Bid Loan requested by the Borrower, (By) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Bid Loan or Loans and (Cz) the Competitive Bid Interest Period with respect theretoapplicable to each such Loan and the last day thereof. A Competitive Bid submitted by a Lender pursuant to this paragraph (bSection 2.4(b) shall be irrevocable. (ii) If the Administrative The Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower at least one quarter (1/4) of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to clause (i) above. (iii) The Administrative Agent shall promptly notify the Borrower by facsimiletelecopier, (A) not later than 11:00 a.m. a.m., Charlotte time, three (3) Business Days before a proposed Eurodollar LIBOR Competitive Bid Loan and (B) not later than 11:00 a.m. a.m., Charlotte time, on the same Business Day of each proposed Fixed Absolute Rate Loan, of all the Competitive Bids made, the Competitive Bid Rate or Rates, and the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid was made, the Competitive Bid Interest Period applicable to each such Eurodollar Competitive Bid Loan made and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.04Section. (iii) The Borrower may, in its sole and absolute discretion, subject only to the provisions of this Section 2.4(b)(iii), accept or reject any Competitive Bid referred to in Section 2.4(b)(ii). The Borrower shall notify the Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter substantially in the form set forth in Exhibit C-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to section 2.4(b)(ii), (y) not later than 11:30 a.m., Charlotte time, three Business Days before a proposed LIBOR Competitive Loan and (z) not later than 11:30 a.m., Charlotte time, on the same Business Day of a proposed (iv) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopier sent by the Agent, and each successful bidder shall 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. (v) If the Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower one-quarter hour earlier than the earliest time at which the other Lenders are required to submit their bids to the Agent pursuant to Section 2.4. (vi) All notices required by this Section 2.04 shall be given in accordance with Section 9.0113.1.

Competitive Bids. (i) Each Lender may, in its sole discretion, make up to three (3) Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Administrative Agent via facsimiletelecopier, in the form of Exhibit A-3 hereto, (A) C-3 hereto not later than 10:30 a.m. three (3) Business Days before any a.m., Charlotte time, on the day of a proposed Eurodollar Competitive Bid Loan and (B) not later than 10:30 a.m. on the same Business Day as a proposed Fixed Rate Loan, and any Competitive Bid received by the Administrative Agent after such time can be rejected by the Administrative Agent. Competitive Bids that do not conform substantially to the form of Exhibit A-3 C-3 or otherwise include additional conditions to funding shall be rejected by the Administrative Agent and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (A) the principal amount of the Competitive Bid Loan or Loans that the Lender is willing to make to the Borrower Borrower, which shall be in a minimum principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof and may equal the entire principal amount of the Competitive Bid Loan requested by the Borrower, (B) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Bid Loan or Loans and (C) the Competitive Bid Interest Period with respect thereto. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (ii) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower at least one quarter (1/4) of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to clause (i) above. (iii) The No later than 11:00 a.m., Charlotte time, on the day Competitive Bids are received from the Lenders, the Administrative Agent shall notify the Borrower by facsimile, (A) not later than 11:00 a.m. three (3) Business Days before a proposed Eurodollar Competitive Bid Loan and (B) not later than 11:00 a.m. on the same Business Day of each proposed Fixed Rate Loan, telecopier of all the Competitive Bids made, the Competitive Bid Rate or Rates, Rates and the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid was made, the Competitive Bid Interest Period applicable to each such Eurodollar Competitive Bid Loan and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.04. (iv) All notices required by this Section 2.04 shall be given in accordance with Section 9.01.each

Competitive Bids. (i) Each Lender may, in its sole discretion, make up to three (3) Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Administrative Agent via facsimiletelecopier, in the form of Exhibit A-3 C-3 hereto, (A) not later than 10:30 a.m. (Charlotte time) three (3) Business Days before any proposed Eurodollar LIBOR Competitive Bid Loan and (B) not later than 10:30 a.m. (Charlotte time) on the same Business Day as a proposed Fixed Absolute Rate Loan, and any Competitive Bid received by the Administrative Agent after such time can be rejected by the Administrative Agent. Competitive Bids that do not conform substantially to the form of Exhibit A-3 C-3 or otherwise include additional conditions to funding shall be rejected by the Administrative Agent and the Administrative Agent shall notify the Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (A) the principal amount of the Competitive Bid Loan or Loans that the Lender is willing to make to the Borrower which shall be in a minimum principal amount of $1,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof and may equal the entire principal amount of the Competitive Bid Loan requested by the Borrower, (B) the Competitive Bid Rate or Rates at which the Lender is prepared to make the Competitive Bid Loan or Loans and (C) the Competitive Bid Interest Period with respect thereto. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable. (ii) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower at least one quarter (1/4) of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to clause (i) above. (iii) The Administrative Agent shall notify the Borrower by facsimiletelecopier, (A) not later than 11:00 a.m. (Charlotte time) three (3) Business Days before a proposed Eurodollar LIBOR Competitive Bid Loan and (B) not later than 11:00 a.m. (Charlotte time) on the same Business Day of each proposed Fixed Absolute Rate Loan, of all the Competitive Bids made, the Competitive Bid Rate or Rates, the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid was made, the Competitive Bid Interest Period applicable to each such Eurodollar LIBOR Competitive Bid Loan and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.042.3. (iv) All notices required by this Section 2.04 2.3 shall be given in accordance with Section 9.0113.1.