Common use of Acceptance and Notice by Borrower Clause in Contracts

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. (New York time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided that: (i) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 10:00 A.M. (New York City time) at least three on the third Business Days Day prior to the proposed date of Borrowing Date, in the case of a Eurodollar Auction (or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction for which such change is to be effective), the Borrower shall telephonically notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; providedsubsection (e), however, that the failure by and the Borrower to give shall confirm such notice telephonic notification in writing not later than the third Business Day prior to the Administrative Agent shall be deemed to be a rejection proposed date of all such offersBorrowing. In the case of acceptance, such notice (a “Competitive Bid Borrowing NoticeNotice of Money Market Borrowing”) ), whether telephonic or in writing, shall specify the aggregate principal amount of offers for each Eurodollar Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Money Market Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Money Market Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be $5,000,000 or a larger multiple of $1,000,000; (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may beMoney Market Quotes; and (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (ia) 11:00 10:00 a.m. (New York Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Eurocurrency Auction or (iib) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.05.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Eurocurrency Bid Rates or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.05.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not The Borrower may in its sole discretion, subject only to the provisions of this paragraph (f), accept or reject any Competitive Bid (other than any disregarded bid) referred to in paragraph (e) above. The Borrower shall notify the Administrative Agent by telephone, confirmed immediately thereafter by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it wishes to accept any or all of the bids referred to in paragraph (e) above not later than (ix) 11:00 10:30 a.m. (New York City time) at least three on the third Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar Auction Rate Competitive Loan or (iiy) 11:00 10:30 a.m. (New York City time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute a Fixed Rate Auction Borrowing; provided that: (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that i) the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice bids referred to in paragraph (a “Competitive Bid Borrowing Notice”e) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided that:above; (iii) the aggregate principal amount of each the Competitive Bid Advance Bids accepted by the Borrower may not exceed the lesser of (but, within the limitations set forth in Section 2.3.2(ii), may be less thanA) the applicable principal amount set forth in the related Competitive Bid Quote Request;Request and (B) the excess, if any, of the Aggregate U.S. Commitments then in effect over the Aggregate Total Outstandings of all Lenders immediately prior to the making of such Competitive Loans (and after giving effect to the use of proceeds thereof), (iiiii) acceptance the principal amount of offers each Competitive Borrowing must be $5,000,000 or a multiple of $1,000,000 in excess thereof, (iv) unless there are any limitations contained in a quoting U.S. Lender's Competitive Bid, the Borrower may only be not accept a Competitive Bid made on at a particular Competitive Bid Rate if it has decided to reject any portion of a bid made at a lower Competitive Bid Rate for the basis of ascending Eurodollar Bid Rates or Absolute Ratessame Interest Period, as the case may be; and (iiiv) the Borrower may not accept any offer Competitive Bid that is described in Section 2.3.4(cdisregarded by the Administrative Agent pursuant to subsection 2.3(d)(ii) or that otherwise fails to comply with the requirements of this Agreement. A notice given by the Borrower pursuant to this paragraph (f) shall be irrevocable.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 10:30 A.M. (New York City time) at least three on (x) the third Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar Bid Rate (Indexed) Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Bid Rate (General) Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Banks not later than the date of the Bid Rate Quote Request for the first Bid Rate (Indexed) Auction or Bid Rate (General) Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”"NOTICE OF BID RATE BORROWING") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Rate Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided PROVIDED that: (i) the aggregate principal amount of each Competitive Bid Advance Rate Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Rate Quote Request;, (ii) the principal amount of each Bid Rate Borrowing must be $10,000,000 or a larger multiple of $1,000,000, and (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Rate (Indexed) Margins or Absolute Bid Rate (General) Rates, as the case may be; and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 10:00 a.m. (New York Chicago time) at least three Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.15(e); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.15(d)(iii)); provided that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.15(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. (12:00 p.m. New York time) at least three time on the third Business Days Day prior to the proposed Borrowing Datedate of borrowing, in the case of a Eurodollar Eurocurrency Rate Auction or (ii) 11:00 a.m. (12:00 p.m. New York time) time on the proposed Borrowing Datedate of borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree)Auction, the Borrower shall notify the Administrative Auction Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.3(e) substantially in the form of Exhibit F (and the Auction Agent shall so notify each Bank making an offer); provided, however, that if the failure Borrower shall fail to so notify the Auction Agent by the times set forth above, the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection have notified the Auction Agent of all its non-acceptance of each such offersoffer. In the case of acceptance, each such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Money Market Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance borrowing of Money Market Loans may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Money Market Quote Request; (ii) the principal amount of each borrowing of Money Market Loans must be $10,000,000 or a larger whole multiple of $1,000,000; (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Money Market Margins or Money Market Absolute Rates, as the case may be; and (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(c2.3(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 6:00 p.m. (New York Chicago time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Lenders and Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified submitted to it pursuant to Section 2.3.5SECTION 2.24(b); providedPROVIDED, howeverHOWEVER, that the failure by the Borrower to give such notice to the Lenders and Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) to each Lender and the Administrative Agent shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is acceptedapplicable interest rate. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (viSECTION 2.24(b)(iii)); provided PROVIDED that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Invitation for Competitive Bid Quote Request;Quote, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(cSECTION 2.24(b)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 6:00 p.m. (New York Chicago time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.16(e); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.16(d)(iii)); provided that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.16(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. A.M. (New York City time) at least three on (x) the third Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar Bid Rate (Indexed) Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute a Bid Rate (General) Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Banks not later than the date of the Bid Rate Quote Request for the first Bid Rate (Indexed) Auction or Bid Rate (General) Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “Competitive "Notice of Bid Borrowing Notice”Rate Borrowing") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Rate Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Rate Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Rate Quote Request;, (ii) the principal amount of each Bid Rate Borrowing must be $10,000,000 or a larger multiple of $1,000,000, and (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Rate (Indexed) Margins or Absolute Bid Rate (General) Rates, as the case may be; and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not Subject to the receipt of the notice from the Agent referred to in Section 2.11(v), not later than than: (i) 11:00 a.m. for an Indexed Rate Auction, 12:00 noon (New York timeLocal Time) at least three two Business Days prior to the Borrowing Date proposed Borrowing Date, in the case of a Eurodollar Auction or therein; or (ii) for an Absolute Rate Auction, 11:00 a.m. (New York timeLocal Time) on the proposed Borrowing Date, ; or in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lendersany such case, such other time and or date as the Borrower and the Administrative Agent may agree)shall have mutually agreed upon and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first Indexed Rate Auction or Absolute Rate Auction for which such change is to be effective, the Borrower shall notify the Administrative Agent of its the Borrower’s acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.11(v); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection by the Borrower of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept or reject any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided provided, that: (iA) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (iiB) the principal amount of each Competitive Bid Advance must be at least $10,000,000 (and an integral multiple of $1,000,000 if in excess thereof); (C) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Absolute Rates, as the case may be; and (iiiD) the Borrower may not accept any offer that is of the type described in Section 2.3.4(c2.11(iv)(c) or that otherwise fails to comply with the requirements of this Agreement in respect of obtaining a Competitive Bid Loan under this Agreement.

Acceptance and Notice by Borrower. Not later than (ia) 11:00 10:00 a.m. (New York Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (iib) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Requesting Borrower and the Administrative Agent may agree), the Requesting Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Requesting Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Requesting Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided that: (ia) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (iib) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; , and (iiic) the Requesting Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 10:30 A.M. (New York City time) at least three on (x) the third Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing NoticeBorrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) the principal amount of each Competitive Bid Borrowing must be $5,000,000 or a larger multiple of $1,000,000; (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Competitive Bid Absolute Rates, as the case may be; and (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 6:00 p.m. (New York Chicago time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.16(e); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.16(d)(iii)); provided that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.16(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 3:00 p.m. (New York time) at least three Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Lenders and Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified submitted to it pursuant to Section 2.3.52.23(b); provided, however, that the failure by the Borrower to give such notice to the Lenders and Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) to each Lender and the Administrative Agent shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is acceptedapplicable interest rate. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.23(b)(iii)); provided that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Invitation for Competitive Bid Quote Request;Quote, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.23(b)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 10:30 A.M. (New York City time) at least three on (x) the third Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “"Notice of Competitive Bid Borrowing Notice”Borrowing") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) the principal amount of each Competitive Bid Borrowing must be $25,000,000 or a larger multiple of $1,000,000, (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Competitive Bid Absolute Rates, as the case may be; and, (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement; and (v) immediately after such Competitive Bid Borrowing is made, the aggregate outstanding principal amount of the Loans shall not exceed the aggregate amount of the Commitments.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 6:00 p.m. (New York Chicago time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.16(e); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.16(d)(3)); provided that: (i1) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii2) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii3) the Borrower may not accept any offer that is described in Section 2.3.4(c2.16(d)(3) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 10:00 a.m. (New York time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (ii) 11:00 10:00 a.m. (New York time) on the proposed Borrowing Date, in the case of an Absolute Bid Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent (such notice, a “Competitive Bid Borrowing Notice”) of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.3.5 (which notice shall be irrevocable, except, with respect to notices that have not yet been relied upon by any Lender, in the case of manifest error); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) Notice shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.3.4(ii)(d)); provided that: (ia) the aggregate principal amount of each Competitive Bid Advance Loan may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (b) (i) the aggregate principal amount of offers accepted may not (after giving effect to the making of the Competitive Bid Loans to which such offers relate) cause the aggregate unpaid principal amount of all Loans to exceed the aggregate amount of the Aggregate Commitments at such time, (ii) the aggregate principal amount of offers accepted with respect to each requested Type of Competitive Bid Loan may not exceed the principal amount specified for such Type in the request therefor, and (iii) the aggregate principal amount of any offer by any Lender accepted with respect to a requested Type of Bid Rate Loan may not exceed the maximum, nor be less than the minimum, aggregate principal amount thereof specified in such Lender’s offer with respect to such Type of Competitive Bid Loan, (c) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Bid Rates, as the case may be; , and (iiid) the Borrower may not accept any offer that is described in Section 2.3.4(c2.3.4(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 7:00 p.m. (New York time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified submitted to it pursuant to Section 2.3.52.22(d); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing NoticeRequest”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the applicable interest rate. The Administrative Agent is not shall immediately advise the Lenders making the accepted offers of the contents of the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is acceptedBorrowing Request. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.22(c)(iii)); provided that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.22(c)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. (New York Cleveland time) at least three Business Banking Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 a.m. (New York Cleveland time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by of which it has been notified pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.4(e); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.4(d)(iii)); provided that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.4(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 6:00 p.m. (New York Chicago time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5SECTION 2.14(e); providedPROVIDED, howeverHOWEVER, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”"COMPETITIVE BID BORROWING NOTICE") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (viSECTION 2.14(d)(iii)); provided PROVIDED that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(cSECTION 2.14(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 7:00 p.m. (New York time) at least three four (4) Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified submitted to it pursuant to Section 2.3.52.22(d); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing NoticeRequest”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the applicable interest rate. The Administrative Agent is not shall immediately advise the Lenders making the accepted offers of the contents of the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is acceptedBorrowing Request. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.22(c)(iii)); provided that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.22(c)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 10:30 A.M. (New York City time) at least three on (x) the third Euro-Dollar Business Days prior to Day before the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers2.03(e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing NoticeBorrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) the principal amount of each Competitive Bid Borrowing must be $50,000,000 or a larger integral multiple of $10,000,000; (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Competitive Bid Absolute Rates, as the case may be; and; (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection 2.03(d)(iii) or that otherwise fails to comply with the requirements of this Agreement; and (v) immediately after such Competitive Bid Borrowing is made, the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments.

Acceptance and Notice by Borrower. Not later than (i) 11:00 10:00 a.m. (New York San Francisco time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction Auction, or (ii) 11:00 10:00 a.m. (New York San Francisco time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit LendersBanks, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided provided, that: (ia) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (iib) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; and (iiic) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement for the purpose of obtaining a Competitive Bid Loan under this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 10:00 a.m. (New York Chicago time) at least three (3) Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.15(e); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.15(d)(iii)); provided that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.15(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 10:00 a.m. (New York time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (ii) 11:00 10:00 a.m. (New York time) on the proposed Borrowing Date, in the case of an Absolute Bid Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent (such notice, a “Competitive Bid Borrowing Notice”) of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.3.5 (which notice shall be irrevocable, except, with respect to notices that have not yet been relied upon by any Lender, in the case of manifest error); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) Notice shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.3.4(ii)(f)); provided that: (ia) the aggregate principal amount of each Competitive Bid Advance Loan may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (b) (i) the aggregate principal amount of offers accepted may not (after giving effect to the making of the Competitive Bid Loans to which such offers relate) cause the aggregate unpaid principal amount of all Loans to exceed the aggregate amount of the Aggregate Commitments at such time, (ii) the aggregate principal amount of offers accepted with respect to each requested Type of Competitive Bid Loan may not exceed the principal amount specified for such Type in the request therefor, and (iii) the aggregate principal amount of any offer by any Lender accepted with respect to a requested Type of Bid Rate Loan may not exceed the maximum, nor be less than the minimum, aggregate principal amount thereof specified in such Lender’s offer with respect to such Type of Competitive Bid Loan, (c) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Bid Rates, as the case may be; , and (iiid) the Borrower may not accept any offer that is described in Section 2.3.4(c2.3.4(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than 11:00 A.M. (i) 11:00 a.m. (New York eastern time) at least three on (x) the third Business Days Day prior to the proposed Borrowing Datedate of Disbursement, in the case of a Eurodollar Euro-Rate Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Disbursement, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have informed the Lenders of not later than the date of the Bid Rate Quote Request for the first Euro-Rate Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified presented to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offersSubsection (iv). In the case of acceptance, such notice (a “Competitive "Notice of Bid Borrowing Notice”Rate Borrowing") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Rate Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (iA) the aggregate principal amount of each Competitive Bid Advance Rate Disbursement may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Rate Quote Request;, (iiB) the principal amount of each Bid Rate borrowing must be $5,000,000 or a larger multiple of $1,000,000, (C) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Rate Margins or Bid Rate Absolute Rates, as the case may be; , and (iiiD) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection (iii)(C) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. A.M. (New York City time) at least three on (x) the third Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Servicing Agent may agreeshall have mutually agreed and shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Servicing Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing NoticeBorrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) the principal amount of each Competitive Bid Borrowing must be $10,000,000 or a larger multiple of $1,000,000, (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Competitive Bid Absolute Rates, as the case may be; and, (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection (d)(ii) or that otherwise fails to comply with the requirements of this Agreement, and (v) immediately after such Competitive Bid Borrowing is made, the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. A.M. (New York City time) at least three on (x) the third Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Servicing Agent may agreeshall have mutually agreed and shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Servicing Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing NoticeBorrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) the principal amount of each Competitive Bid Borrowing must be $10,000,000 or a larger multiple of $1,000,000, (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Competitive Bid Absolute Rates, as the case may be; and, (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement, and (v) immediately after such Competitive Bid Borrowing is made, the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. A.M. (New York City time) at least three on (x) the third Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar Bid Rate (Indexed) Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute a Bid Rate (General) Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Banks not later than the date of the Bid Rate Quote Request for the first Bid Rate (Indexed) Auction or Bid Rate (General) Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “Competitive "Notice of Bid Borrowing Notice”Rate Borrowing") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Rate Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Rate Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Rate Quote Request;, (ii) the principal amount of each Bid Rate Borrowing must be $10,000,000 or a larger multiple of $1,000,000, and (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rate (Indexed) Margins or Bid Rates or Absolute Rates(General), as the case may be; and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 6:00 p.m. (New York Chicago time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.14(e); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.14(d)(iii)); provided that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.14(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 10:30 A.M. (New York City time) at least three on (x) the third Euro-Dollar Business Days prior to Day before the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing NoticeBorrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) the principal amount of each Competitive Bid Borrowing must be $5,000,000 or a larger multiple of $1,000,000; (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Competitive Bid Absolute Rates, as the case may be; and (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 10:30 A.M. (New York City time) at least three on (x) the third Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing NoticeBorrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The applicable Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) the principal amount of each Competitive Bid Borrowing must be in a minimum aggregate amount of $20,000,000 and any larger multiple of $1,000,000; (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Competitive Bid Absolute Rates, as the case may be; and (iiiiv) the applicable Borrower may not accept any offer that is described in Section 2.3.4(csubsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. A.M. (New York City time) at least three on (x) the third Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar Bid Rate (Indexed) Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Bid Rate (General) Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Banks not later than the date of the Bid Rate Quote Request for the first Bid Rate (Indexed) Auction or Bid Rate (General) Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”"NOTICE OF BID RATE BORROWING") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Rate Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided PROVIDED that: (i) the aggregate principal amount of each Competitive Bid Advance Rate Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Rate Quote Request;, (ii) the principal amount of each Bid Rate Borrowing must be $10,000,000 or a larger multiple of $1,000,000, and (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rate (Indexed) Margins or Bid Rates or Absolute Rates(General), as the case may be; and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. A.M. (New York City time) at least three on (x) the third Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar Bid Rate (Indexed) Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Bid Rate (General) Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Banks not later than the date of the Bid Rate Quote Request for the first Bid Rate (Indexed) Auction or Bid Rate (General) Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”"NOTICE OF BID RATE BORROWING") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Rate Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided PROVIDED that: (i) the aggregate principal amount of each Competitive Bid Advance Rate Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Rate Quote Request;, (ii) the principal amount of each Bid Rate Borrowing must be $10,000,000 or a larger multiple of $1,000,000, and (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rate (Indexed) Margin or Bid Rates or Absolute Rates(General), as the case may be; and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 12:00 Noon (New York City time) at least three on (x) the third Euro-Dollar Business Days prior to Day before the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “"Notice of Competitive Bid Borrowing Notice”Borrowing") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) the Dollar Amount of each Competitive Bid Borrowing must be at least $5,000,000 and, in the case of Dollar-Denominated Loans, a multiple of $1,000,000; (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Competitive Bid Absolute Rates, as the case may be; and (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than 11:00 A.M. (i) 11:00 a.m. (New York eastern time) at least three on (x) the third Business Days Day prior to the proposed Borrowing Datedate of Disbursement, in the case of a Eurodollar Euro-Rate Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Disbursement, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have informed the Lenders of not later than the date of the Bid Rate Quote Request for the first Euro-Rate Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified presented to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offersSubsection (iv). In the case of acceptance, such notice (a “Competitive "Notice of Bid Borrowing Notice”Rate Borrowing") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Rate Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (iA) the aggregate principal amount of each Competitive Bid Advance Rate Disbursement may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Rate Quote Request;, (iiB) the principal amount of each Bid Rate borrowing must be $5,000,000 or a larger multiple of $1,000,000, 25 (C) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Rate Margins or Bid Rate Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not Subject to the receipt of the notice from the Administrative Agent referred to in Section 2.05(e), not later than (i) 11:00 a.m. 11:30 A.M. (New York City time) (i) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Eurocurrency Auction or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree)Auction, the applicable Borrower shall notify the Administrative Agent of its such Borrower's acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.05(e); provided, however, that the failure by the such Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection by such Borrower of all such offers. In the case of acceptance, such notice substantially in the form or Exhibit "L" hereto (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The applicable Borrower may accept or reject any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Absolute Rates, as the case may be; and (iii) the applicable Borrower may not accept any offer that is of the type described in Section 2.3.4(c2.05(d)(ii) or that otherwise fails to comply with the requirements of this Credit Agreement for the purpose of obtaining a Competitive Bid Loan under this Credit Agreement.

Acceptance and Notice by Borrower. Not later than (ia) 11:00 10:00 a.m. ------------------------------------- (New York Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (iib) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by ------------- -------- ------- the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section ------- 2.3.4(b)(iv) and (vi)); provided that:: ------------ -------- (ia) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (iib) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; , and (iiic) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement------- 2.

Acceptance and Notice by Borrower. Not later than (i) 11:00 i)10:00 a.m. (New York Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent AdministrativeAgent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided that: (i) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. A.M. (New York City time) at least three on (x) the third Euro-Currency Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower Company and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower Company shall notify the Administrative Agent of its the acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing NoticeBorrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower Company may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) the Dollar Amount of (A) each Competitive Bid Borrowing of Dollar-Denominated Loans must be $5,000,000 or a larger multiple of $1,000,000 and (B) each Competitive Bid Borrowing in an Alternative Currency must at least be $5,000,000, (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Competitive Bid Absolute Rates, as the case may be; , and (iiiiv) the Borrower Company may not accept any offer that is described in Section 2.3.4(csubsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 6:00 p.m. (New York Chicago time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Lenders and Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified submitted to it pursuant to Section 2.3.5SECTION 2.23(b); providedPROVIDED, howeverHOWEVER, that the failure by the Borrower to give such notice to the Lenders and Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) to each Lender and the Administrative Agent shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is acceptedapplicable interest rate. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (viSECTION 2.23(b)(iii)); provided PROVIDED that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Invitation for Competitive Bid Quote Request;Quote, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(cSECTION 2.23(b)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than 11:00 A.M. (i) 11:00 a.m. (New York eastern time) at least three on (x) the third Business Days Day prior to the proposed Borrowing Datedate of Disbursement, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Disbursement, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have informed the Lenders of not later than the date of the Bid Rate Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified presented to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offersSubsection (iv). In the case of acceptance, such notice (a “Competitive "Notice of Bid Borrowing Notice”Rate Borrowing") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies types of each Competitive Bid Quote that is acceptedCommitments to be borrowed against. The Borrower may accept any Competitive Bid Rate Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided PROVIDED that: (iA) the aggregate principal amount of each Competitive Bid Advance Rate Disbursement may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Rate Quote Request;, (iiB) the principal amount of each Bid Rate borrowing must be $5,000,000 or a larger multiple of $1,000,000 (subject to Subsection 2.2c(vi) below), (C) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Rate Margins or Bid Rate Absolute Rates, as the case may be; , and (iiiD) the Borrower may not accept any offer that is described in subsection (iii)(C) of this Section 2.3.4(c) 2.2c or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not Subject to the receipt of the notice from the Administrative Agent referred to in Section 2.05(e), not later than (i) 11:00 a.m. 11:30 A.M. (New York City time) (i) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Eurocurrency Auction or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree)Auction, the applicable Borrower shall notify the Administrative Agent of its such Borrower’s acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.05(e); provided, however, that the failure by the such Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection by such Borrower of all such offers. In the case of acceptance, such notice substantially in the form or Exhibit “L” hereto (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The applicable Borrower may accept or reject any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Absolute Rates, as the case may be; and (iii) the applicable Borrower may not accept any offer that is of the type described in Section 2.3.4(c2.05(d)(ii) or that otherwise fails to comply with the requirements of this Credit Agreement for the purpose of obtaining a Competitive Bid Loan under this Credit Agreement.

Acceptance and Notice by Borrower. Not later than 11:00 a.m. Detroit time on (i) 11:00 a.m. (New York time) at least three Business Days prior to the proposed Borrowing Datedate of a Borrowing, in the case of a Eurodollar Bid- Option Auction for Absolute Rate Bid-Option Loans or (ii) 11:00 a.m. (New York time) on the third Business Day prior to the proposed Borrowing Datedate of the Borrowing, in the case of an Absolute a Bid-Option Borrowing for Eurocurrency Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree)Bid-Option Loans, the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to subsection (e) of this Section 2.3.5; providedand the Agent shall, however, that the failure by the Borrower to give promptly upon receiving such notice to from the Administrative Agent shall be deemed to be a rejection of all such offersBorrower, notify each Bank whose Bid-Option Quote has been accepted. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”"Notice of Bid- Option Loan") shall specify the aggregate principal amount of offers for each the applicable Interest Period Period(s) that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is have been accepted. The Borrower may accept any Competitive Bid Bid-Option Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Bid-Option Loan may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Bid-Option Quote RequestRequest for the applicable Bid-Option Interest Period; (ii) the principal amount of each Bid-Option Loan must be $10,000,000 or a larger multiple of $5,000,000; (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Bid-Option Absolute Rates or Absolute RatesBid-Option Eurocurrency Rate Margins, as the case may be; and (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(c2.2(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 10:00 a.m. (New York Chicago time) at least three (3) Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Competitive Bid Option Agent may agree), the Borrower shall notify the Administrative Competitive Bid Option Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.17(e); provided, however, that the failure by the Borrower to give such notice to the Administrative Competitive Bid Option Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.17(d)(iii)); , provided that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.17(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (ia) 11:00 a.m. (New York time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (iib) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided that: (ia) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (iib) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; , and (iiic) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 10:00 A.M. (New York City time) at least three Business Days prior to the proposed Borrowing Date, (or 10:00 A.M. London time in the case of a Eurodollar Auction or (ii) 11:00 a.m. (New York timeproposed Borrowing in an Alternative Currency) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable third Business Day prior notice to the Revolving Credit Lenders, proposed date of Borrowing (or such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction for which such change is to be effective), the Borrower shall telephonically notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; providedsubsection (e), however, that the failure by and the Borrower to give shall confirm such notice telephonic notification in writing not later than the third Business Day prior to the Administrative Agent shall be deemed to be a rejection proposed date of all such offersBorrowing. In the case of acceptance, such notice (a “Competitive Bid Borrowing NoticeNotice of Money Market Borrowing”) ), whether telephonic or in writing, shall specify the aggregate principal amount of offers for each Eurodollar Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Money Market Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Money Market Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be $5,000,000 or a larger multiple of $1,000,000; (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may beMoney Market Quotes; and (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (ia) 11:00 10:00 a.m. (New York Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (iib) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Requesting Borrower and the Administrative Agent may agree), the Requesting Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section SECTION 2.3.5; providedPROVIDED, howeverHOWEVER, that the failure by the Requesting Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”"COMPETITIVE BID BORROWING NOTICE") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Requesting Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section SECTION 2.3.4(b)(iv) and (vi)); provided PROVIDED that: (ia) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (iib) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; , and (iiic) the Requesting Borrower may not accept any offer that is described in Section SECTION 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not Subject to the receipt of the notice from Administrative Agent referred to in this Section 2.3, not later than (i) 11:00 a.m. (New York Dallas time) at least three (3) Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction or Competitive Bid Pricing Loan and two (ii2) 11:00 a.m. (New York time) on Business Days prior to the proposed Borrowing Date, Date in the case of an Absolute a Competitive Bid Fixed Rate Auction (orLoan, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its Borrower's acceptance or rejection of the offers each offer received by it pursuant to this Section 2.3.4 or so notified to it pursuant to Section 2.3.52.3; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection by Borrower of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Acceptance Notice”") shall specify the aggregate principal amount of offers for each Interest Period or term that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept or reject any Competitive Bid Quote in whole or in part (subject to the terms of this Section 2.3.4(b)(iv) and (vi)2.3); provided that: (i) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Absolute Ratesfixed interest rates with respect to comparable Interest Periods or terms (provided, as the case may bethat, Borrower may, in its sole discretion, select between Competitive Bid Margins and fixed interest rates); and (iii) the Borrower may not accept any offer that is of the type described in this Section 2.3.4(c) or 2.3 that otherwise fails to comply with the requirements of this Agreement for the purpose of obtaining a Competitive Bid Loan under this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 10:00 a.m. (New York Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided that: : (i) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; ; (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; and and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not The Borrower may in its sole discretion, subject only to the provisions of this paragraph (f), accept or reject any Competitive Bid (other than any disregarded bid) referred to in paragraph (e) above. The Borrower shall notify the Administrative Agent by telephone, confirmed immediately thereafter by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it wishes to accept any or all of the bids referred to in paragraph (e) above not later than (ix) 11:00 10:30 a.m. (New York City time) at least three on the third Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar Auction Rate Competitive Loan or (iiy) 11:00 10:30 a.m. (New York City time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute a Fixed Rate Auction Borrowing; provided that: (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that i) the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice bids referred to in paragraph (a “Competitive Bid Borrowing Notice”e) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided that:above; (iii) the aggregate principal amount of each the Competitive Bid Advance Bids accepted by the Borrower may not exceed the lesser of (but, within the limitations set forth in Section 2.3.2(ii), may be less thanA) the applicable principal amount set forth in the related Competitive Bid Quote Request;Request and (B) the excess, if any, of the Aggregate U.S. Commitments then in effect over the Aggregate Total Outstandings of all Lenders immediately prior to the making of such Competitive Loans (and after giving effect to the use of proceeds thereof), (iiiii) acceptance the principal amount of offers each Competitive Borrowing must be $5,000,000 or a multiple of $1,000,000 in excess thereof, (iv) unless there are any limitations contained in a quoting U.S. Lender’s Competitive Bid, the Borrower may only be not accept a Competitive Bid made on at a particular Competitive Bid Rate if it has decided to reject any portion of a bid made at a lower Competitive Bid Rate for the basis of ascending Eurodollar Bid Rates or Absolute Ratessame Interest Period, as the case may be; and (iiiv) the Borrower may not accept any offer Competitive Bid that is described in Section 2.3.4(cdisregarded by the Administrative Agent pursuant to subsection 2.3(d)(ii) or that otherwise fails to comply with the requirements of this Agreement. A notice given by the Borrower pursuant to this paragraph (f) shall be irrevocable.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 6:00 p.m. (New York Chicago time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.16(e); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.16(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 10:30 a.m. (New York City time) at least three on (x) the third Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified the Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing NoticeBorrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) the principal amount of each Competitive Bid Borrowing must be $5,000,000 or a larger multiple of $1,000,000; (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Competitive Bid Absolute Rates, as the case may be; and (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (ia) 11:00 --------------------------------- 10:00 a.m. (New York Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (iib) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such ------------- -------- ------- notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided that:: -------------------- -------- (ia) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (iib) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; , and (iiic) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the ---------------- requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 12:00 noon (New York City time) at least three on (x) the third Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Banks not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing NoticeBorrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) the principal amount of each Competitive Bid Borrowing must be $10,000,000 or a larger multiple of $1,000,000, (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Competitive Bid Absolute Rates, as the case may be; and, (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement, and (v) immediately after such Competitive Bid Borrowing is made, the Total Outstanding Amount shall not exceed the Total Commitment.

Acceptance and Notice by Borrower. Not Subject to the receipt of the notice from Administrative Agent referred to in this SECTION 2.3, not later than (i) 11:00 a.m. (New York Dallas time) at least three (3) Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction or Competitive Bid Pricing Loan and two (ii2) 11:00 a.m. (New York time) on Business Days prior to the proposed Borrowing Date, Date in the case of an Absolute a Competitive Bid Fixed Rate Auction (orLoan, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its Borrower's acceptance or rejection of the offers each offer received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5this SECTION 2.3 using the form attached hereto as EXHIBIT E-4; providedPROVIDED, howeverHOWEVER, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection by Borrower of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”"COMPETITIVE BID ACCEPTANCE NOTICE") shall specify the aggregate principal amount of offers for each Interest Period or term that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept or reject any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)this SECTION 2.3); provided thatPROVIDED THAT: (i) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Absolute Ratesfixed interest rates with respect to comparable Interest Periods or terms (provided, as the case may bethat, Borrower may, in its sole discretion, select between Competitive Bid Margins and fixed interest rates); and (iii) the Borrower may not accept any offer that is of the type described in Section 2.3.4(c) or this SECTION 2.3 that otherwise fails to comply with the requirements of this Agreement for the purpose of obtaining a Competitive Bid Loan under this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 10:00 a.m. --------------------------------- (New York Chicago time) at least three (3) Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Competitive Bid Option Agent may agree), the Borrower shall notify the Administrative Competitive Bid Option Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5------- 2.17(e); provided, however, that the failure by the Borrower to give such notice ------- -------- ------- to the Administrative Competitive Bid Option Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid --------------- Borrowing Notice”") shall specify the aggregate principal amount of offers for ---------------- each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.17(d)(iii)); , -------------------- provided that:: -------- (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.17(d)(iii) or that otherwise fails to comply -------------------- with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not Subject to the receipt of the notice from Administrative Agent referred to in this Section 2.3, not later than (i) 11:00 a.m. (New York Dallas time) at least three (3) Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction or Competitive Bid Pricing Loan and two (ii2) 11:00 a.m. (New York time) on Business Days prior to the proposed Borrowing Date, Date in the case of an Absolute a Competitive Bid Fixed Rate Auction (orLoan, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its Borrower’s acceptance or rejection of the offers each offer received by it pursuant to this Section 2.3.4 or so notified to it pursuant to Section 2.3.52.3 ; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection by Borrower of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Acceptance Notice”) shall specify the aggregate principal amount of offers for each Interest Period or term that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept or reject any Competitive Bid Quote in whole or in part (subject to the terms of this Section 2.3.4(b)(iv) and (vi)2.3); provided that: (i) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Absolute Ratesfixed interest rates with respect to comparable Interest Periods or terms (provided, as the case may bethat, Borrower may, in its sole discretion, select between Competitive Bid Margins and fixed interest rates); and (iii) the Borrower may not accept any offer that is of the type described in this Section 2.3.4(c) or 2.3 that otherwise fails to comply with the requirements of this Agreement for the purpose of obtaining a Competitive Bid Loan under this Agreement.

Acceptance and Notice by Borrower. Not later than (ia) 11:00 a.m. (New York Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (iib) 11:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided that: (ia) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (iib) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; , in respect of each Interest Period for which Competitive Bid Quotes were requested, and (iiic) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 6:00 p.m. (New York Chicago time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; providedSECTION 2.23(d), howeverPROVIDED, HOWEVER, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”"COMPETITIVE BID BORROWING NOTICE") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is acceptedapplicable interest rate. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (viSECTION 2.23(c)(iii)); provided PROVIDED that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(cSECTION 2.23(c)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not Subject to the receipt of the notice from the Agent referred to in Section 2.03(e), not later than (i) 11:00 10:00 a.m. (New York Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction Date (or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed upon), the Borrower shall notify the Administrative Agent of its the Borrower's acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.03(e); providedPROVIDED, howeverHOWEVER, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection by the Borrower of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept or reject any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.03(d)(ii)(C)); provided thatPROVIDED THAT: (i) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) the principal amount of each Competitive Bid Advance must be at least $10,000,000 (and an integral multiple of $1,000,000 if in excess thereof); (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may beinterest rates; and (iiiiv) the Borrower may not accept any offer that is of the type described in Section 2.3.4(c2.03(d)(iii) or that otherwise fails to comply with the requirements of this Agreement in respect of obtaining a Competitive Bid Loan under this Agreement.

Acceptance and Notice by Borrower. Not Subject to the receipt of the notice from the Administrative Agent referred to in Section 2.05(e), not later than 10:30 a.m. (Dallas, Texas time) (i) 11:00 a.m. (New York time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Eurocurrency Auction or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree)Auction, the applicable Borrower shall notify the Administrative Agent of its such Borrower's acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.05(e); provided, however, that the failure by the such Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection by such Borrower of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The applicable Borrower may accept or reject any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Absolute Rates, as the case may be; and (iii) the applicable Borrower may not accept any offer that is of the type described in Section 2.3.4(c2.05(d)(ii) or that otherwise fails to comply with the requirements of this Credit Agreement for the purpose of obtaining a Competitive Bid Loan under this Credit Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 10:45 a.m. (New York time) at least three time on the third Business Days Day prior to the proposed Borrowing Datedate of borrowing, in the case of a Eurodollar LIBOR Auction or (ii) 11:00 10:45 a.m. (New York time) time on the proposed Borrowing Datedate of borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree)Auction, the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.3(e) substantially in the form of Exhibit E hereto (a "Notice of Acceptance/Non-Acceptance") (and the Agent shall so notify each Bank making an offer); provided, however, that if the failure Borrower shall fail to so notify the Agent by the times set forth above, the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection have notified the Agent of all its non-acceptance of each such offersoffer. In the case of acceptance, each such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (iA) the aggregate principal amount of each borrowing of Competitive Bid Advance Loans may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (iiB) the principal amount of each borrowing of Competitive Bid Loans must be $5,000,000 or a larger whole multiple of $1,000,000; (C) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Competitive Bid Absolute Rates, as the case may be; and (iiiD) the Borrower may not accept any offer that is described in Section 2.3.4(c2.3(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 6:00 p.m. (New York Chicago time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5SECTION 2.15(e); providedPROVIDED, howeverHOWEVER, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”"COMPETITIVE BID BORROWING NOTICE") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (viSECTION 2.15(d)(iii)); provided PROVIDED that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(cSECTION 2.15(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 _________________________________ 10:00 a.m. (New York San Francisco time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction Auction, or (ii) 11:00 10:00 a.m. (New York San Francisco time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit LendersBanks, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, ________ _______ that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid _______________ Borrowing Notice”") shall specify the aggregate principal amount of ________________ offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided that:: ________ (ia) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (iib) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; and (iiic) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement for the purpose of obtaining a Competitive Bid Loan under this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 6:00 p.m. (New York Chicago time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.16(e); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.16(d)(iii)); provided that: (i1) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii2) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii3) the Borrower may not accept any offer that is described in Section 2.3.4(c2.16(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 1:00 P.M. (New York City time) at least three on the third Business Days Day prior to the proposed Borrowing Datedate of borrowing, in the case of a Eurodollar Fixed Rate Auction or (ii) 11:00 a.m. 1:00 P.M. (New York City time) on the Business Day immediately preceding the proposed Borrowing Datedate of borrowing, in the case of an Absolute a Floating Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree)Auction, the Borrower shall notify the Administrative Agent (which shall give prompt notice thereof to the Lenders) of its acceptance or rejection nonacceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.13(c) substantially in the form of Exhibit E hereto; provided, however, provided that the failure by if the Borrower shall fail to give such notice to so notify the Administrative Agent by the times set forth above, the Borrower shall be deemed to be a rejection have notified the Administrative Agent of all its nonacceptance of each such offersoffer. In the case of acceptance, each such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote such offer in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Uncommitted Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) the principal amount of each Uncommitted Borrowing must be $10,000,000 or a larger whole multiple of $1,000,000; (iii) acceptance of offers from the Lenders may only be made on the basis of ascending Eurodollar Bid Rates Floating Rate Margins or Absolute Fixed Rates, as the case may be; and (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(c2.13(c)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not Subject to the receipt of the notice from the Administrative Agent referred to in Section 2.04(e), not later than (i) 11:00 a.m. 11:30 A.M. (New York City time) (i) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Eurocurrency Auction or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree)Auction, the applicable Borrower shall notify the Administrative Agent of its such Borrower's acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.04(e); provided, however, that the failure by the such Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection by such Borrower of all such offers. In the case of acceptance, such notice substantially in the form or Exhibit "L" hereto (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The applicable Borrower may accept or reject any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Absolute Rates, as the case may be; and (iii) the applicable Borrower may not accept any offer that is of the type described in Section 2.3.4(c2.04(d)(ii) or that otherwise fails to comply with the requirements of this Credit Agreement for the purpose of obtaining a Competitive Bid Loan under this Credit Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 7:00 p.m. (New York time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.17(e); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.17(d)(iii)); provided that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.17(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 10:00 a.m. (New York San Francisco time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (ii) 11:00 10:00 a.m. (New York San Francisco time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit LendersBanks, such other time and date as the Borrower Company and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.3.4(ii)(d)); provided that: : (ia) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; ; (iib) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; and and (iiic) the Borrower may not accept any offer that is described in Section 2.3.4(c2.3.4(iii) or that otherwise fails to comply with the requirements of this Agreement for the purpose of obtaining a Competitive Bid Loan under this Agreement.

Acceptance and Notice by Borrower. Not later than 11:00 A.M. (i) 11:00 a.m. (New York eastern time) at least three on (x) the third Business Days Day prior to the proposed Borrowing Datedate of Disbursement, in the case of a Eurodollar Euro-Rate Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Disbursement, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have informed the Lenders of not later than the date of the Bid Rate Quote Request for the first Euro-Rate Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified presented to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offersSubsection (iv). In the case of acceptance, such notice (a “Competitive "Notice of Bid Borrowing Notice”Rate Borrowing") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Rate Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (iA) the aggregate principal amount of each Competitive Bid Advance Rate Disbursement may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Rate Quote Request;, (iiB) the principal amount of each Bid Rate borrowing must be $5,000,000 or a larger multiple of $1,000,000, (C) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Rate Margins or Bid Rate Absolute Rates, as the case may be; , and (iiiD) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection (iii)(C) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. A.M. (New York City time) at least three on the third (3rd) Business Days Day prior to the proposed date of Borrowing Date, in the case of a Eurodollar Auction (or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified the Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction for which such change is to be effective), the Borrower shall telephonically notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; providedsubsection (e), however, that the failure by and the Borrower to give shall confirm such notice telephonic notification in writing not later than the third Business Day prior to the Administrative Agent shall be deemed to be a rejection proposed date of all such offersBorrowing. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) "NOTICE OF COMPETITIVE BID BORROWING"), whether telephonic or in writing, shall specify the aggregate principal amount of offers for each Eurodollar Interest Period that are accepted and shall be accompanied by an Officer's Certificate of the Borrower with respect to compliance with (if the Administrative Agent is not the Competitive Bid Agentincluding calculation of) shall include copies of each Competitive Bid Quote that is acceptedSections 10.11(a) and (e). The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Loan Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) the principal amount of each Competitive Bid Loan Borrowing must be $20,000,000 or a larger multiple of $1,000,000 (or, if the Revolving Credit Availability then is less than $20,000,000, such lesser amount); (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates or Absolute Rates, as the case may beQuotes; and (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. A.M. (New York City time) at least three on (x) the third Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Banks not later than the date of the Competitive Bid Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”"Notice OF COMPETITIVE BID BORROWING") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) the principal amount of each Competitive Bid Borrowing must be $10,000,000 or a larger multiple of $1,000,000; (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Competitive Bid Absolute Rates, as the case may be; and (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. (New York time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior Such notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Competitive Bid Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (iA) the aggregate principal amount of each Competitive Bid Advance may not exceed borrowing must be Ten Million Dollars (but, within the limitations set forth in Section 2.3.2(ii$10,000,000), may be less than) the applicable amount set forth in the related Competitive Bid Quote Requestincreased by increments of One Million Dollars ($1,000,000); (iiB) acceptance of offers may only be made only on the basis of ascending Competitive Bid Eurodollar Bid Rates or Competitive Bid Absolute Rates, as the case may be; and (iiiC) the Borrower may not accept any offer that is described in Section 2.3.4(cthe last paragraph of subpart (d) above or that otherwise fails to comply with the requirements of this Agreement. Not later than (1) 12:00 P.M. (Cleveland, Ohio time) on the third Business Day prior to the proposed date of borrowing, in the case of a Competitive Bid Eurodollar Auction, or (2) 12:00 P.M. (Cleveland, Ohio time) on the proposed date of borrowing, in the case of a Competitive Bid Absolute Rate Auction (or, in either case, such other time or date as to which Borrower and Agent shall have mutually agreed and as to which Agent shall have notified the Banks not later than the date of the Competitive Bid Request for the first Competitive Bid Eurodollar Auction or Competitive Bid Absolute Rate Auction for which such change is to be effective), Agent shall notify the Banks of Borrower's acceptance or non-acceptance of the offers so notified to Borrower pursuant to subpart (e) hereof.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 5:00 P.M. (New York City time) at least three on the fourth (4th) Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar Auction or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of an Absolute Rate LIBOR Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, or such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified the Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction for which such change is to be effective), the Borrower shall telephonically notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; providedsubsection (e), however, that the failure by and the Borrower to give shall confirm such notice telephonic notification in writing not later than the third Business Day prior to the Administrative Agent shall be deemed to be a rejection proposed date of all such offersBorrowing. In the case of acceptance, such notice (a “"Notice of Competitive Bid Borrowing Notice”) Borrowing"), whether telephonic or in writing, shall specify the aggregate principal amount of offers for each Eurodollar Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Rate Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) the principal amount of each Competitive Bid Rate Borrowing must be $20,000,000 or a larger multiple of $1,000,000 (or, if the Revolving Credit Availability then is less than $20,000,000, such lesser amount); (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates or Absolute Rates, as the case may be; andQuotes; (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(c) subsection or that otherwise fails to comply with the requirements of this Agreement; and (v) the Borrower shall specify whether the Competitive Bid Loans shall be allocated to RMOP or the Borrower or any combination thereof.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 6:00 p.m. (New York Chicago time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified submitted to it pursuant to Section 2.3.52.22(d); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the applicable interest rate. The Administrative Agent is not shall immediately advise the Lenders making the accepted offers of the contents of the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is acceptedBorrowing Notice. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.22(c)(iii)); provided that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.22(c)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 10:00 a.m. (New York Chicago time) at least three (3) Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.15(e); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.15(d)(iii)); provided that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.15(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 10:30 a.m. (New York City time) at least three on (x) the third Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing NoticeBorrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) the principal amount of each Competitive Bid Borrowing must be in a minimum aggregate amount of $20,000,000 and any larger multiple of $1,000,000; (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Competitive Bid Absolute Rates, as the case may be; and (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. A.M. (New York City time) at least three on (x) the third Euro-Dollar Business Days prior to Day before the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers2.03(e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing NoticeBorrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) the principal amount of each Competitive Bid Borrowing must be $5,000,000 or a larger integral multiple of $1,000,000; (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Competitive Bid Absolute Rates, as the case may be; and; (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection 2.03(d)(iii) or that otherwise fails to comply with the requirements of this Agreement; and (v) immediately after such Competitive Bid Borrowing is made, the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. (New York time) at least three Business Days prior The Borrower may in its sole discretion, subject only to the proposed Borrowing Date, in the case provisions of a Eurodollar Auction or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agreethis SECTION 2.3(f), the accept or reject any Competitive Bid referred to in SECTION 2.3(e) above. The Borrower shall notify the Administrative Agent by telephone, confirmed immediately thereafter by telecopy in the form of its acceptance a Competitive Bid Accept/Reject Letter, whether and to what extent it wishes to accept any or rejection all of the offers received by it pursuant bids referred to Section 2.3.4 in paragraph (e) above not later than (x) 1:00 P.M. (New York City time), on (x) the third Business Day prior to the requested date of borrowing in the case of a Borrowing of Eurodollar Competitive Loans, or so notified (y) one Business Day prior to it pursuant to Section 2.3.5the requested date of borrowing in the case of a Borrowing of Fixed Rate Competitive Loans; providedPROVIDED, howeverHOWEVER, that that: (i) the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”bids referred to in SECTION 2.3(e) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided that:above; (iii) the aggregate principal amount of each the Competitive Bid Advance Bids accepted by the Borrower may not exceed the lesser of (but, within the limitations set forth in Section 2.3.2(ii), may be less thanA) the applicable principal amount set forth in the related Competitive Bid Quote Request;Request and (B) the excess, if any, of the aggregate Revolving Commitments of all Lenders then in effect over the aggregate principal amount of all Loans outstanding immediately prior to the making of such Competitive Loans (after giving effect to the use of proceeds thereof), (iiiii) acceptance the principal amount of offers each Competitive Borrowing must be $20,000,000 or a whole multiple of $5,000,000 in excess thereof, (iv) unless there are any limitations contained in a quoting Lender's Competitive Bid, the Borrower may only be not accept a Competitive Bid made on at a particular Competitive Bid Rate if it has decided to reject any portion of a bid made at a lower Competitive Bid Rate for the basis of ascending Eurodollar Bid Rates or Absolute Ratessame Interest Period, as the case may be; and (iiiv) the Borrower may not accept any offer Competitive Bid that is described in Section 2.3.4(cdisregarded by the Administrative Agent pursuant to SECTION 2.3(d) (ii) or that otherwise fails to comply with the requirements of this Agreement. A notice given by the Borrower pursuant to this SECTION 2.3(f) shall be irrevocable.

Acceptance and Notice by Borrower. Not later --------------------------------- than (ia) 11:00 a.m. (New York Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (iib) 11:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that ------------- the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") -------------------------------- shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided that:any (ia) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; , (iib) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; and , in respect of each Interest Period for which Competitive Bid Quotes were requested, and (iiic) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails ---------------- to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (ia) 11:00 10:00 a.m. (New York Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (iib) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided that: (i) 1. the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) 1. acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; , and (iii) 1. the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. A.M. (New York City time) at least three on the third (3rd) Business Days Day prior to the proposed date of Borrowing Date, in the case of a Eurodollar Auction (or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified the Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction for which such change is to be effective), the Borrower shall telephonically notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; providedsubsection (e) of this Section, however, that the failure by and the Borrower to give shall confirm such notice telephonic notification in writing not later than the third (3rd) Business Day prior to the Administrative Agent shall be deemed to be a rejection proposed date of all such offersBorrowing. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) "NOTICE OF COMPETITIVE BID BORROWING"), whether telephonic or in writing, shall specify the aggregate principal amount of offers for each Eurodollar Interest Period that are accepted and shall be accompanied by an Officer's Certificate of the Borrower with respect to compliance with (if the Administrative Agent is not the Competitive Bid Agentincluding calculation of) shall include copies of each Competitive Bid Quote that is acceptedSections 10.11(a) and (e). The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided PROVIDED that: (i) the aggregate principal amount of each Competitive Bid Advance Loan Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) the principal amount of each Competitive Bid Loan Borrowing must be $20,000,000 or a larger multiple of $1,000,000 (or, if the Revolving Credit Availability then is less than $20,000,000, such lesser amount); (iii) acceptance of offers may only be made on in ascending order from those subject to the basis of ascending Eurodollar lowest Competitive Bid Rates or Absolute RatesMargin to those subject to the highest Competitive Bid Margin, as applicable to provide to the case may beBorrower the lowest effective cost based on offers accepted; and (iiiiv) the Borrower may not accept any offer that is described in subsection (d)(iii) of this Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. A.M. (New York City time) at least three on (x) the third Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar Bid Rate (Indexed) Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Bid Rate (General) Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Senior Managing Agent may agreeshall have mutually agreed and shall have notified to the Banks not later than the date of the Bid Rate Quote Request for the first Bid Rate (Indexed) Auction or Bid Rate (General) Auction for which such change is to be effective), the Borrower shall notify the Administrative Senior Managing Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “Competitive "Notice of Bid Borrowing Notice”Rate Borrowing") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Rate Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Rate Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Rate Quote Request; , (ii) the principal amount of each Bid Rate Borrowing must be $10,000,000 or a larger multiple of $1,000,000, and (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rate (Indexed) Margin or Bid Rates or Absolute Rates(General), as the case may be; and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 10:30 A.M. (New York City time) at least three on (x) the third Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified the Revolving Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing NoticeBorrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) the principal amount of each Competitive Bid Borrowing must be $5,000,000 or a larger multiple of $1,000,000; (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Competitive Bid Absolute Rates, as the case may be; and (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 _________________________________ 10:00 a.m. (New York San Francisco time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction Auction, or (ii) 11:00 10:00 a.m. (New York San Francisco time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit LendersBanks, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section _______ 2.3.5; provided, however, that the failure by the Borrower to give such _____ ________ _______ notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid _______________ Borrowing Notice”") shall specify the aggregate principal amount of offers for ________________ each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section _______ 2.3.4(b)(iv) and (vi)); provided provided, that:: ____________ ________ (ia) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (iib) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; and (iiic) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of _______________ this Agreement for the purpose of obtaining a Competitive Bid Loan under this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 6:00 P.M. (New York City time) at least three on the fourth Business Days Day prior to the proposed date of Borrowing Date, in the case of a Eurodollar Auction (or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and or date as the Borrower and the Administrative Payment and Disbursement Agent may agreeshall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or IBOR Auction (as applicable) for which such change is to be effective), the Borrower shall telephonically notify the Administrative Payment and Disbursement Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; providedsubsection (e), however, that the failure by and the Borrower to give shall confirm such notice telephonic notification in writing not later than the third Business Day prior to the Administrative Agent shall be deemed to be a rejection proposed date of all such offersBorrowing. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) "Notice of Money Market Borrowing"), whether telephonic or in writing, shall specify the aggregate principal amount of offers for each Eurodollar Interest Period and/or each IBOR Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Money Market Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) 2.2.5.0.1. the aggregate principal amount of each Competitive Bid Advance Money Market Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Money Market Quote Request; (ii) 2.2.5.0.2. the principal amount of each Money Market Borrowing must be $5,000,000 or a larger multiple of $1,000,000; 2.2.5.0.3. acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may beMoney Market Quotes; and (iii) 2.2.5.0.4. the Borrower may not accept any offer that is described in Section 2.3.4(csubsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 6:00 p.m. (New York Chicago time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.17(e); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.17(d)(iii)); provided that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.17(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 10:30 A.M. (New York City time) at least three on (x) the third Euro-Dollar Business Days prior to Day before the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers2.03(e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing NoticeBorrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) the principal amount of each Competitive Bid Borrowing must be $10,000,000 or a larger integral multiple of $5,000,000; (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Competitive Bid Absolute Rates, as the case may be; and; (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection 2.03(d)(iii) or that otherwise fails to comply with the requirements of this Agreement; and (v) immediately after such Competitive Bid Borrowing is made, the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. (New York Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (ii) 11:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.3.4(ii)(d)); provided that: (ia) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (iib) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; , and (iiic) the Borrower may not accept any offer that is described in Section 2.3.4(c2.3.4(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 6:00 p.m. (New York Chicago time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified submitted to it pursuant to Section 2.3.5SECTION 2.23(d); providedPROVIDED, howeverHOWEVER, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”"COMPETITIVE BID BORROWING NOTICE") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the applicable interest rate. The Administrative Agent is not shall immediately advise the Lenders making the accepted offers of the contents of the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is acceptedBorrowing Notice. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (viSECTION 2.23(c)(iii)); provided PROVIDED that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(cSECTION 2.23(c)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 10:00 a.m. (New York Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.3.4(ii)(d)); provided that: (ia) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (iib) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; , and (iiic) the Borrower may not accept any offer that is described in Section 2.3.4(c2.3.4(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 7:00 p.m. (New York time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.18(e); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.18(d)(iii)); provided that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.18(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than ------------------------------------- (ia) 11:00 10:00 a.m. (New York Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (iib) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, ------------- -------- ------- that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided that:: --------------------- -------- (ia) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (iib) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; , and (iiic) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement------- 2.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 6:00 p.m. (New York Chicago time) at least three four Business Days prior to the proposed Borrowing Date, Date in the case of a Eurodollar Auction request for a Competitive LIBOR Margin or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of a request for an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.14(e); provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “Competitive Bid Borrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.14(d)(iii)); provided that: (i) the aggregate principal amount of each all Competitive Bid Advance Loans to be disbursed on a given Borrowing Date may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request;, (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Competitive LIBOR Margins or Absolute Rates, as the case may be; , and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c2.14(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later --------------------------------- than (ix) 11:00 a.m. (New York San Francisco time) at least three on the third Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 8:30 a.m. (New York San Francisco time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers2.8(e). In the case of -------------- acceptance, such notice (a “Competitive Bid Borrowing Notice”"Notice of Money Market ---------------------- Borrowing") shall be in substantially the form of --------- Exhibit J hereto and shall specify the aggregate --------- principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Money Market Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: : -------- (i) the aggregate principal amount of each Competitive Bid Advance Money Market Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Money Market Quote Request; (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.,

Acceptance and Notice by Borrower. Not later than (i) 11:00 10:00 a.m. (New York Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (ii) 11:00 10:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent of its acceptance or rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Notice”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided that: (i) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates or Absolute Rates, as the case may be; and (iii) the Borrower may not accept any offer that is described in Section 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not later than (i) 11:00 a.m. 10:30 A.M. (New York City time) at least three on (x) the third Euro-Dollar Business Days Day prior to the proposed Borrowing Datedate of Borrowing, in the case of a Eurodollar LIBOR Auction or (iiy) 11:00 a.m. (New York time) on the proposed Borrowing Datedate of Borrowing, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenderscase, such other time and or date as the Borrower and the Administrative Agent may agreeshall have mutually agreed and shall have notified to the Banks not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Administrative Agent of its acceptance or rejection non-acceptance of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.5; provided, however, that the failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection of all such offerssubsection (e). In the case of acceptance, such notice (such notice to be signed by any two of the President or Executive Vice-President(s) or any one of the President or Executive Vice-President(s) together with any one of the Senior Vice-President(s) signing jointly and hereinafter referred to as a “Competitive Bid Borrowing Notice”"Notice of Money Market Borrowing") shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept any Competitive Bid Money Market Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi))part; provided that: (i) the aggregate principal amount of each Competitive Bid Advance Money Market Borrowing may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Money Market Quote Request;, (ii) the principal amount of each Money Market Borrowing must be $5,000,000 or a larger multiple of $1,000,000, (iii) acceptance of offers may only be made on the basis of ascending Eurodollar Bid Rates Money Market Margins or Money Market Absolute Rates, as the case may be; , and (iiiiv) the Borrower may not accept any offer that is described in Section 2.3.4(csubsection (d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Borrower. Not Subject to the receipt of --------------------------------- the notice from the Agent referred to in Section 2.4.5, not later than (i) 11:00 ------------- a.m. (New York Chicago time) at least three Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (ii) 11:00 a.m. (New York Chicago time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Revolving Credit Lenders, such other time and date as the Borrower and the Administrative Agent may agree)Auction, the Borrower shall notify the Administrative Agent of its the Borrower's acceptance or rejection of the offers each offer received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.3.52.4.5; provided, however, that the ------------- -------- ------- failure by the Borrower to give such notice to the Administrative Agent shall be deemed to be a rejection by the Borrower of all such offers. In the case of acceptance, such notice (a “"Competitive Bid Borrowing Acceptance Notice”") shall specify the aggregate --------------------------------- principal amount of offers for each Interest Period that are accepted and (if the Administrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. The Borrower may accept or reject any Competitive Bid Quote in whole or in part (subject to the terms of Section 2.3.4(b)(iv) and (vi2.4.4(b)(iv)); provided that:: --------------------- -------- ---- (i) the aggregate principal amount of each Competitive Bid Advance may not exceed (but, within the limitations set forth in Section 2.3.2(ii), may be less than) the applicable amount set forth in the related Competitive Bid Quote Request; (ii) acceptance of offers may only be made on the basis of ascending Eurodollar Competitive Bid Rates Margins or Absolute Rates, as the case may be; and and (iii) the Borrower may not accept any offer that is of the type described in Section 2.3.4(c2.4.4(c) or that otherwise fails to comply with the ---------------- requirements of this Agreement for the purpose of obtaining a Competitive Bid Loan under this Agreement.