Common use of Acceptance and Notice by Company Clause in Contracts

Acceptance and Notice by Company. Not later than 10:30 A.M. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall 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 Company shall notify the Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. A failure by the Company to notify the Agent as aforesaid shall constitute non-acceptance of the offers so notified to it. The Company may accept any Competitive Bid Quote in whole or in part; provided that: (i) the aggregate principal amount of each Competitive Bid Borrowing may not exceed 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 Competitive Bid Margins or Competitive Bid Absolute Rates, as the case may be, (iv) the Company may not accept any offer that is described in subsection (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 Company. Not later than 10:30 A.M. (New York City time) on (x) the third Euro-Dollar 9:00 a.m. (Chicago time) at least three (3) Business Day Days prior to the proposed date of BorrowingBorrowing Date, in the case of a LIBOR Eurocurrency Auction or (y) 10:00 a.m. (Chicago time) on the proposed date of BorrowingBorrowing Date, in the case of an Absolute Rate Auction (or, in either casecase upon reasonable prior notice to the Lenders, such other time or and date as the Company and the Administrative Agent shall 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 effectivemay agree), the Company shall notify the Administrative Agent of its acceptance or non-acceptance rejection of the offers so notified to it pursuant to subsection (eSection 2.1(E); provided, however, that the failure by the Company 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 “Notice of Competitive Bid Borrowing”"COMPETITIVE BID BORROWING NOTICE") shall specify the aggregate principal amount of offers for each Interest Period that are accepted. A failure by the Company to notify the Agent as aforesaid shall constitute non-acceptance of the offers so notified to it. The Company may accept any Competitive Bid Quote in whole or in partpart (subject to the terms of Section 2.1(D)(ii)(d)); provided that: (ia) the aggregate principal amount of each Competitive Bid Borrowing Advance may not exceed 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, (iiib) acceptance of offers may only be made on the basis of ascending Competitive Eurocurrency Bid Margins Rates or Competitive Bid Absolute Rates, as the case may be,, and (ivc) the Company may not accept any offer that is described in subsection (d)(iiiSection 2.1(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 Company. Not later than 10:30 A.M. (i) 1:00 P.M. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of Borrowingborrowing, in the case of a LIBOR Fixed Rate Auction or (yii) 1:00 P.M. (New York City time) on the Business Day immediately preceding the proposed date of Borrowingborrowing, in the case of an Absolute a Floating Rate Auction (or, in either case, such other time or date as the Company and the Agent shall 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)Auction, the Company shall notify the Administrative Agent (which shall give prompt notice thereof to the Lenders) of its the relevant Borrower’s acceptance or non-acceptance nonacceptance of the offers so notified to it pursuant to subsection (e)Section 2.13(c) substantially in the form of Exhibit E hereto; provided that if the Company shall fail to so notify the Administrative Agent by the times set forth above, the Company shall be deemed to have notified the Administrative Agent of the relevant Borrower’s nonacceptance of each such offer. In the case of acceptance, each such notice (a “Notice of Competitive Bid Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. A failure by the Company to notify the Agent as aforesaid shall constitute non-acceptance of the offers so notified to it. The Company relevant Borrower may accept any Competitive Bid Quote such offer in whole or in part; provided that: (i) the aggregate principal amount of each Competitive Bid Uncommitted Borrowing may not exceed the applicable amount set forth in the related Competitive Bid Quote Request,; (ii) the principal amount of each Competitive Bid Uncommitted Borrowing must be $25,000,000 10,000,000 or a larger whole multiple of $1,000,000,1,000,000 (or, in the case of an Uncommitted Borrowing denominated in an Alternate Currency, the Foreign Currency Equivalent thereof in such Alternate Currency rounded to the nearest 1,000,000 units of such Alternate Currency); (iii) acceptance of offers from the Lenders may only be made on the basis of ascending Competitive Bid Floating Rate Margins or Competitive Bid Absolute Fixed Rates, as the case may be,; and (iv) the Company may not accept any offer that is described in subsection (d)(iiiSection 2.13(c)(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 Company. Not The Company may in its sole discretion, subject only to the provisions of this paragraph (f), accept or reject any Competitive Advance Offer (other than any disregarded offer) referred to in paragraph (e) above. The Company shall notify the Administrative Agent by telephone, confirmed thereafter by telecopy in the form of a Competitive Advance Accept/Reject Letter, whether and to what extent it wishes to accept any or all of the offers referred to in paragraph (e) above not later than (x) 10:30 A.M. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of Borrowingborrowing, in the case of a LIBOR Auction Eurodollar Competitive Loans or (y) 10:30 A.M. (New York City time) on the proposed date of Borrowingborrowing, in the case of an Absolute Fixed Rate Auction (or, in either case, such other time or date as the Company and the Agent shall 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 Company shall notify the Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. A failure by the Company to notify the Agent as aforesaid shall constitute non-acceptance of the offers so notified to it. The Company may accept any Competitive Bid Quote in whole or in partLoans; provided that: (i) the failure by the Company to give such notice shall be deemed to be a rejection of all the offers referred to in paragraph (e) above; (ii) the aggregate principal amount of each the Competitive Bid Borrowing Advance Offers accepted by the Company may not exceed the applicable lesser of (A) the principal amount set forth in the related Competitive Bid Quote RequestAdvance Request and (B) the excess, if any, of the aggregate Revolving Credit Commitments of all Lenders then in effect over the aggregate principal amount of the Aggregate Outstanding Extensions of Credit immediately prior to the making of such Competitive Loans (and after giving effect to the use of proceeds thereof), (iiiii) the principal amount of each Competitive Bid Borrowing must be $25,000,000 5,000,000 or a larger whole multiple of $1,000,000, (iii) acceptance of offers may only be made on the basis of ascending Competitive Bid Margins or Competitive Bid Absolute Rates, as the case may be1,000,000 in excess thereof, (iv) unless there are any limitations contained in a quoting Lender's Competitive Advance Offer, the Company may not accept a Competitive Advance Offer made at a particular Competitive Advance Rate if it has decided to reject any portion of a offer made at a lower Competitive Advance Rate for the same Type of Competitive Loan and the same Competitive Loan Period, and (v) the Company may not accept any offer Competitive Advance Offer that is described in subsection (d)(iiidisregarded by the Administrative Agent pursuant to Section 2.3(d)(ii) or that otherwise fails to comply with the requirements of this Agreement, and . A notice given by the Company pursuant to this paragraph (vf) immediately after such Competitive Bid Borrowing is made the Total Outstanding Amount shall not exceed the aggregate amount of the Commitmentsbe irrevocable.

Acceptance and Notice by Company. Not later than 10:30 A.M. (New York City time) 11:00 a.m. Detroit time on (xi) the proposed date of a Borrowing, in the case of a Bid-Option Auction for Absolute Rate Bid-Option Loans or (ii) the third Euro-Dollar Business Day prior to the proposed date of the Borrowing, in the case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case of an Absolute Bid-Option Borrowing for Eurodollar Rate Auction (or, in either case, such other time or date as the Company and the Agent shall 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)Bid-Option Loans, the Company shall notify the Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e)) of this Section and the Agent shall, promptly upon receiving such notice from the Company, notify each Lender whose Bid-Option Quote has been accepted. In the case of acceptance, such notice (a “"Notice of Competitive Bid Borrowing”Bid-Option Loan") shall specify the aggregate principal amount of offers for each the applicable Interest Period Period(s) that are have been accepted. A failure by the Company to notify the Agent as aforesaid shall constitute non-acceptance of the offers so notified to it. The Company may accept any Competitive Bid Bid-Option Quote in whole or in part; provided that: (i) the aggregate principal amount of each Competitive Bid Borrowing Bid-Option Loan may not exceed the applicable amount set forth in the related Competitive Bid Bid-Option Quote Request,Request for the applicable Bid-Option Interest Period; (ii) the principal amount of each Competitive Bid Borrowing Bid-Option Loan must be $25,000,000 3,000,000 or a larger multiple of $1,000,000,; (iii) acceptance of offers may only be made on the basis of ascending Competitive Bid Margins Bid-Option Absolute Rates or Competitive Bid Absolute RatesBid-Option Eurodollar Rate Margins, as the case may be,; and (iv) the Company may not accept any offer that is described in subsection (d)(iiiSection 2.2(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 Company. Not later than 10:30 A.M. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Administrative Agent shall 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 Company shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. A failure by the Company to notify the Administrative Agent as aforesaid shall constitute non-acceptance of the offers so notified to it. The Company may accept any Competitive Bid Quote in whole or in part; provided that: (i) the aggregate principal amount of each Competitive Bid Borrowing may not exceed 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 Competitive Bid Margins or Competitive Bid Absolute Rates, as the case may be,, and (iv) the Company may not accept any offer that is described in subsection (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 Company. Not later than 10:30 A.M. 1:30 p.m. (New York City time) on (x) the third Euro-Dollar Offshore Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 11:30 a.m. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Competitive Bid Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Company shall notify the Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e2.3(e). In the case of acceptance, such notice (a “"Notice of Competitive Bid Money Market Borrowing”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted. A failure by the Company to notify the Agent as aforesaid shall constitute non-acceptance of the offers so notified to it. The Company may accept any Competitive Bid Money Market Quote in whole or in part; provided that: (i) the aggregate principal amount of each Competitive Bid Money Market Borrowing may not exceed the applicable amount set forth in the related Competitive Bid Money Market Quote Request, (ii) the principal amount of each Competitive Bid Money Market Borrowing must be $25,000,000 5,000,000 or a larger multiple of $1,000,000, (iii) acceptance of offers may only be made on the basis of ascending Competitive Bid Money Market Margins or Competitive Bid Money Market Absolute Rates, as the case may be, (iv) the principal amount of all Money Market Borrowings plus the aggregate principal amount of other Loans then outstanding shall not exceed the then aggregate Commitment of the Banks, and (v) the Company may not accept any offer that is described in subsection (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 Company. Not later than 10:30 A.M. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall 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 Company shall notify the Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. A failure by the Company to notify the Agent as aforesaid shall constitute non-acceptance of the offers so notified to it. The Company may accept any Competitive Bid Quote in whole or in part; provided that: (i) the aggregate principal amount of each Competitive Bid Borrowing may not exceed 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 10,000,000 or a larger multiple of $1,000,000, (iii) acceptance of offers may only be made on the basis of ascending Competitive Bid Margins or Competitive Bid Absolute Rates, as the case may be, (iv) the Company may not accept any offer that is described in subsection (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 Company. Not later than 10:30 A.M. (x) 10:00 a.m. (New York City time) on at least three (x3) the third Euro-Dollar Business Day Days prior to the proposed date of BorrowingBorrowing Date, in the case of a LIBOR Eurocurrency Auction or (y) 11:00 a.m. (New York time) on the proposed date of BorrowingBorrowing Date, in the case of an Absolute Rate Auction (or, in either casecase upon reasonable prior notice to the Lenders, such other time or and date as the Company and the Administrative Agent shall 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 effectivemay agree), the Company shall notify the Administrative Agent of its acceptance or non-acceptance rejection of the offers so notified to it pursuant to subsection (eSection 2.2(E); provided, however, that the failure by the Company 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 “Notice of Competitive Bid Borrowing”"COMPETITIVE BID BORROWING NOTICE") shall specify the aggregate principal amount of offers for each Interest Period that are accepted. A failure by the Company to notify the Agent as aforesaid shall constitute non-acceptance of the offers so notified to it. The Company may accept any Competitive Bid Quote in whole or in partpart (subject to the terms of Section 2.2(D)(ii)(d)); provided that: (ia) the aggregate principal amount of each Competitive Bid Borrowing Advance may not exceed 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, (iiib) acceptance of offers may only be made on the basis of ascending Competitive Eurocurrency Bid Margins Rates or Competitive Bid Absolute Rates, as the case may be,, and (ivc) the Company may not accept any offer that is described in subsection (d)(iiiSection 2.2(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 Company. Not later than 10:30 A.M. (New York City time) on (x) the third Euro-–Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall 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 Company shall notify the Agent of its acceptance or non-–acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. A failure by the Company to notify the Agent as aforesaid shall constitute non-acceptance of the offers so notified to it. The Company may accept any Competitive Bid Quote in whole or in part; provided that: (i) the aggregate principal amount of each Competitive Bid Borrowing may not exceed 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 Competitive Bid Margins or Competitive Bid Absolute Rates, as the case may be, (iv) the Company may not accept any offer that is described in subsection (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 Company. Not later than 10:30 A.M. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall 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 Company shall notify the Agent of its acceptance or non-acceptance non‑acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. A failure by the Company to notify the Agent as aforesaid shall constitute non-acceptance of the offers so notified to it. The Company may accept any Competitive Bid Quote in whole or in part; provided that: (i) the aggregate principal amount of each Competitive Bid Borrowing may not exceed 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 10,000,000 or a larger multiple of $1,000,000, (iii) acceptance of offers may only be made on the basis of ascending Competitive Bid Margins or Competitive Bid Absolute Rates, as the case may be, (iv) the Company may not accept any offer that is described in subsection (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 Company. Not later than 10:30 A.M. 11:00 a.m. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of BorrowingFunding Date, in the case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall 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 Company shall (by telephone confirmed by telecopy) notify the Bid Rate Loan Agent (who shall promptly so notify Administrative Agent and Lend- ers as set forth in subsection 2.9H) of its acceptance or non-non- acceptance of the offers so notified to it pursuant to subsection (e). 2.9E. For the purposes of this subsection 2.9F, silence on the part of Company shall be deemed to be a non-acceptance of all offers so notified to it pursuant to subsection 2.9E. In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing”"NOTICE OF BID RATE LOAN BORROWING") shall specify the aggregate principal amount of offers for each Bid Rate Loan Interest Period that are accepted. A failure by the Company to notify the Agent as aforesaid shall constitute non-acceptance of the offers so notified to it. The Company may accept any Competitive Bid Rate Loan Quote in whole or in part; provided that: that (i) the aggregate principal amount of each Competitive Bid Borrowing may not exceed 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 Competitive interest rates, (ii) the aggregate principal amount of each borrowing of Bid Margins Rate Loans may not exceed the applicable amount set forth in the related Bid Rate Loan Quote Request, (iii) the principal amount of each Bid Rate Loan must be $5,000,000 or Competitive Bid Absolute Rates, as the case may be, integral multiples of $1,000,000 in excess of that amount and (iv) the Company may not accept any offer that is described in subsection (d)(iii2.9D(iii) or that otherwise fails to comply with the requirements of this Agreement, and. (v) immediately after such Competitive A Notice of Bid Rate Loan Borrowing is made given by Company pursuant to this subsection 2.9F shall be irrevocable without the Total Outstanding Amount shall not exceed the aggregate amount prior consent of the Commitmentsall Lenders whose Bid Rate Loan offers have been accepted.

Acceptance and Notice by Company. Not later than 10:30 A.M. (x) 10:00 a.m. (New York City time) on at least three (x3) the third Euro-Dollar Business Day Days prior to the proposed date of BorrowingBorrowing Date, in the case of a LIBOR Eurocurrency Auction or (y) 11:00 a.m. (New York time) on the proposed date of BorrowingBorrowing Date, in the case of an Absolute Rate Auction (or, in either casecase upon reasonable prior notice to the Lenders, such other time or and date as the Company and the Administrative Agent shall 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 effectivemay agree), the Company shall notify the Administrative Agent of its acceptance or non-acceptance rejection of the offers so notified to it pursuant to subsection (eSECTION 2.2(E); PROVIDED, HOWEVER, that the failure by the Company 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 “Notice of Competitive Bid Borrowing”"COMPETITIVE BID BORROWING NOTICE") shall specify the aggregate principal amount of offers for each Interest Period that are accepted. A failure by the Company to notify the Agent as aforesaid shall constitute non-acceptance of the offers so notified to it. The Company may accept any Competitive Bid Quote in whole or in partpart (subject to the terms of SECTION 2.2(D)(ii)(d)); provided PROVIDED that: (ia) the aggregate principal amount of each Competitive Bid Borrowing Advance may not exceed 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, (iiib) acceptance of offers may only be made on the basis of ascending Competitive Eurocurrency Bid Margins Rates or Competitive Bid Absolute Rates, as the case may be,, and (ivc) the Company may not accept any offer that is described in subsection (d)(iiiSECTION 2.2(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 Company. Not later than 10:30 A.M. 11:00 a.m. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of BorrowingFunding Date, in the case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall 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 Company shall (by telephone confirmed by telecopy) notify the Bid Rate Loan Agent (who shall promptly so notify Administrative Agent and Lenders as set forth in subsection 2.9H) of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). 2.9E. For the purposes of this subsection 2.9F, silence on the part of Company shall be deemed to be a non-acceptance of all offers so notified to it pursuant to subsection 2.9E. In the case of acceptance, such notice (a “"Notice of Competitive Bid Rate Loan Borrowing”") shall specify the aggregate aggre- gate principal amount of offers for each Bid Rate Loan Interest Period that are accepted. A failure by the Company to notify the Agent as aforesaid shall constitute non-acceptance of the offers so notified to it. The Company may accept any Competitive Bid Rate Loan Quote in whole or in part; provided that: that (i) the aggregate principal amount of each Competitive Bid Borrowing may not exceed 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 Competitive interest rates, (ii) the aggregate principal amount of each borrowing of Bid Margins Rate Loans may not exceed the applicable amount set forth in the related Bid Rate Loan Quote Request, (iii) the principal amount of each Bid Rate Loan must be $5,000,000 or Competitive Bid Absolute Rates, as the case may be, integral multiples of $1,000,000 in excess of that amount and (iv) the Company may not accept any offer that is described in subsection (d)(iii2.9D(iii) or that otherwise fails to comply with the requirements of this Agreement, and. (v) immediately after such Competitive A Notice of Bid Rate Loan Borrowing is made given by Company pursuant to this subsection 2.9F shall be irrevocable without the Total Outstanding Amount shall not exceed the aggregate amount prior consent of the Commitmentsall Lenders whose Bid Rate Loan offers have been accepted.

Acceptance and Notice by Company. Not later than 10:30 A.M. 11:00 a.m. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of BorrowingFunding Date, in the case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall 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 Company shall (by telephone confirmed by telecopy) notify the Bid Rate Loan Agent (who shall promptly so notify Administrative Agent and Lenders as set forth in subsection 2.9H) of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). 2.9E. For the purposes of this subsection 2.9F, silence on the part of Company shall be deemed to be a non-acceptance of all offers so notified to it pursuant to subsection 2.9E. In the case of acceptance, such notice (a “"Notice of Competitive Bid Rate Loan Borrowing”") shall specify the aggregate principal amount of offers for each Bid Rate Loan Interest Period that are accepted. A failure by the Company to notify the Agent as aforesaid shall constitute non-acceptance of the offers so notified to it. The Company may accept any Competitive Bid Rate Loan Quote in whole or in part; provided that: that (i) the aggregate principal amount of each Competitive Bid Borrowing may not exceed 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 Competitive interest rates, (ii) the aggregate principal amount of each borrowing of Bid Margins Rate Loans may not exceed the applicable amount set forth in the related Bid Rate Loan Quote Request, (iii) the principal amount of each Bid Rate Loan must be $5,000,000 or Competitive Bid Absolute Rates, as the case may be, integral multiples of $1,000,000 in excess of that amount and (iv) the Company may not accept any offer that is described in subsection (d)(iii2.9D(iii) or that otherwise fails to comply with the requirements of this Agreement, and. (v) immediately after such Competitive A Notice of Bid Rate Loan Borrowing is made given by Company pursuant to this subsection 2.9F shall be irrevocable without the Total Outstanding Amount shall not exceed the aggregate amount prior consent of the Commitmentsall Lenders whose Bid Rate Loan offers have been accepted.

Acceptance and Notice by Company. Not later than 10:30 A.M. a.m. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Company and the Agent shall have mutually agreed and shall have notified to the Banks 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 Company shall notify the Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Competitive Bid Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. A failure by the Company to notify the Agent as aforesaid shall constitute non-acceptance of the offers so notified to it. The Company may accept any Competitive Bid Quote in whole or in part; provided that: (i) the aggregate principal amount of each Competitive Bid Borrowing may not exceed 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 Competitive Bid Margins or Competitive Bid Absolute Rates, as the case may be, (iv) the Company may not accept any offer that is described in subsection (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 Company. Not later than (x) -------------------------------- 10:30 A.M. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction, or (xy) 11:00 A.M. (New York City time) on the third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction (or (y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or and date as the Company and the Administrative Agent shall have mutually agreed to and shall have notified to the Banks not later than the date of the Competitive Bid Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Company (on behalf of the applicable Borrower) shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). Failure of the Company to notify the Administrative Agent of its acceptance or non-acceptance of offers by such applicable time shall constitute non-acceptance of such offers by the Company. In the case of acceptance, such notice (a “"Notice of Competitive Bid --------- Money Market Borrowing”) "), which shall be in the form of Exhibit E hereto, ---------------------- shall specify the aggregate principal amount of offers for each Interest Period that are accepted. A failure by the The Company to notify the Agent as aforesaid shall constitute non-acceptance (on behalf of the offers so notified to it. The Company applicable Borrower) may accept any Competitive Bid Money Market Quote in whole or in part; provided that:: -------- (i) the aggregate principal amount of each Competitive Bid Money Market Borrowing may not exceed the applicable amount set forth in the related Competitive Bid Money Market Quote RequestRequest and may not be in an amount that would result in the aggregate principal amount of the outstanding Loans exceeding the Total Commitment (after giving effect to all borrowings and repayments of Loans then being made), (ii) the aggregate principal amount of each Competitive Bid Money Market Borrowing must be $25,000,000 10,000,000 or a larger multiple of $1,000,000, (iii) acceptance of offers may only be made on the basis of ascending Competitive Bid Margins Money Market Absolute Rates or Competitive Bid Absolute RatesMoney Market Margins, as the case may be,, and (iv) the Company may not accept any offer that is described in subsection (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 Company. Not later than (x) 10:30 A.M. a.m. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 10:30 a.m. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or and date as the Company and the Administrative Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Competitive Bid Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Company shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Competitive Bid Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. A failure by the Company to notify the Agent as aforesaid shall constitute non-acceptance of the offers so notified to it. The Company may accept any Competitive Bid Money Market Quote in whole or in part; , provided that: (i) the aggregate principal amount of each Competitive Bid Money Market Borrowing may not exceed the applicable amount set forth in the related Competitive Bid Money Market Quote Request, (ii) the principal amount of each Competitive Bid Money Market Borrowing must be $25,000,000 5,000,000 or a larger multiple of $1,000,000, (iii) acceptance of offers may only be made on the basis of ascending Competitive Bid Money Market Margins or Competitive Bid Absolute Money Market Rates, as the case may be,, and (iv) the Company may not accept any offer that is described in subsection (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 Company. Not later than 10:30 A.M. (New York City time) 11:00 a.m. Chicago time on (xi) the proposed date of a Borrowing, in the case of a Bid-Option Auction for Absolute Rate Bid-Option Loans or (ii) the third Euro-Dollar Business Day prior to the proposed date of the Borrowing, in the case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case of an Absolute Bid-Option Borrowing for Eurodollar Rate Auction (or, in either case, such other time or date as the Company and the Agent shall 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)Bid-Option Loans, the Company shall notify the Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e)) of this Section and the Agent shall, promptly upon receiving such notice from the Company, notify each Lender whose Bid-Option Quote has been accepted. In the case of acceptance, such notice (a “"Notice of Competitive Bid Borrowing”Bid-Option Loan") shall specify the aggregate principal amount of offers for each the applicable Interest Period Period(s) that are have been accepted. A failure by the Company to notify the Agent as aforesaid shall constitute non-acceptance of the offers so notified to it. The Company may accept any Competitive Bid Bid-Option Quote in whole or in part; provided that: (i) the aggregate principal amount of each Competitive Bid Borrowing Bid-Option Loan may not exceed the applicable amount set forth in the related Competitive Bid Bid-Option Quote Request,Request for the applicable Bid-Option Interest Period; (ii) the principal amount of each Competitive Bid Borrowing Bid-Option Loan must be $25,000,000 3,000,000 or a larger multiple of $1,000,000,; (iii) acceptance of offers may only be made on the basis of ascending Competitive Bid Margins Bid-Option Absolute Rates or Competitive Bid Bid-Option Eurodollar Rate Margins, as the case may be provided, however, to the extent necessary to comply with clause (i) above and notwithstanding any indication in any such Bid-Option Quote that an allocation of the type contemplated under Section 2.2(g) would be unacceptable, the Borrower may accept Bid-Option Quotes at the same Bid-Option Absolute RatesRates or Bid-Option Eurodollar Rate Margins, as the case may be,, in part, which acceptance, in the case of multiple Bid-Option Quotes, shall be made pro rata in accordance with the amount of each such Bid-Option Quote; and (iv) the Company may not accept any offer that is described in subsection (d)(iiiSection 2.2(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.