Common use of Acceptance and Notice by the Company Clause in Contracts

Acceptance and Notice by the Company. As soon as reasonably practicable and in no event later than 9:15 a.m. (Minneapolis, Minnesota time) on the proposed Bid Banker’s Acceptance Creation Date, the Company shall notify the Administrative Agent by telephone of its acceptance or rejection of the offers contained in the Bid Banker’s Acceptance Tenders of which it was notified pursuant to subsection 2.19(e) hereof. Such notification from the Company shall specify the aggregate face amount of offers at each discount rate for each maturity date that are accepted. The Company may accept any of the Bid Banker’s Acceptance Tenders in whole or in part; provided, that: (A) the aggregate face amount of the Bid Banker’s Acceptances in respect of which offers are accepted may not exceed the aggregate face amount requested in the related Bid Banker’s Acceptance Tender Request Notice; and (B) acceptances of Bid Banker’s Acceptance Tenders made in response to the same Invitation to Tender for Bid Banker’s Acceptances may only be made on the basis of ascending discount rates, provided that each resulting Bid Banker’s Acceptance must be in a face amount of $1,000,000 or an integral multiple of $100,000 in excess thereof. If the Company rejects all Bid Banker’s Acceptance Tenders, the proposed Bid Banker’s Acceptance Financing shall be canceled and the Administrative Agent shall give the Banks prompt notice to that effect. If (x) the aggregate face amount of the Bid Banker’s Acceptances offered by the Banks in their Bid Banker’s Acceptance Tenders aggregate less than, or (y) the Company does not accept offers contained in Bid Banker’s Acceptance Tenders in an aggregate face amount equal to, the aggregate face amount requested in the related Bid Banker’s Acceptance Tender Request Notice (either such event, a “Partially Accepted Bid”), the Banks whose offers are accepted shall have the right (but not the obligation) to revoke those offers as hereinafter set forth. In the event that a Partially Accepted Bid has occurred, the Company shall notify the Administrative Agent by telephone prior to 9:15 a.m. (Minneapolis, Minnesota time) on the proposed Bid Banker’s Acceptance Creation Date of the occurrence and of which Bid Banker’s Acceptance Tenders the Company accepts. By 9:30 a.m. (Minneapolis, Minnesota time), the Administrative Agent shall notify by telephone those Banks whose offers have been accepted that a Partially Accepted Bid has occurred, and shall inform those Banks of the sum of the accepted Bid Banker’s Acceptance Tenders and whether that Bank’s offer or offers have been accepted, and whether in whole or in part, specifying the date, face amount and maturity date of each Bid Banker’s Acceptance to be created by such Bank as part of the applicable Bid Banker’s Acceptance Financing and the discount rate applicable to each such Bid Banker’s Acceptance to be created by such Bank. Each Bank whose offer has been accepted but which wishes to revoke that offer must do so by informing the Administrative Agent by telephone no later than 9:45 a.m. (Minneapolis, Minnesota time). The Administrative Agent shall then notify the Company by telephone of any bids which have been revoked prior to 10:00 a.m. (Minneapolis, Minnesota time) and shall subsequently notify by telephone those Banks whose bids were accepted and have not been revoked (collectively, the “Second Round Bids”) of the sum of the Second Round Bids prior to 10:15 a.m. (Minneapolis, Minnesota time). If any Bank whose bid was accepted as part of a Partially Accepted Bid revokes its offer before 9:45 (Minneapolis, Minnesota time), as described in the second preceding sentence, then each Bank whose bid has not previously been revoked may revoke its Second Round Bid by notifying the Administrative Agent by telephone prior to 10:30 a.m. (Minneapolis, Minnesota time). If any Second Round Bid is revoked by any Bank, or if the Company fails to notify the Administrative Co-Agent by 9:15 a.m. (Minneapolis, Minnesota time) that a Partially Accepted Bid occurred, all Bid Banker’s Acceptance Tenders submitted in response to the related Bid Banker’s Acceptance Tender Request Notice shall be deemed withdrawn. If any Second Round Bid is revoked, the Administrative Agent shall notify the Company by telephone prior to 10:45 a.m. (Minneapolis, Minnesota time) and shall notify those Banks whose offers have not previously been revoked by telephone prior to 11:00 a.m. (Minneapolis, Minnesota time).

Acceptance and Notice by the Company. As soon as reasonably practicable practicable, and in no event later than 9:15 (i) 10:00 a.m. (Minneapolis, Minnesota Minneapolis time) on the third Eurodollar Business Day prior to the proposed Borrowing Date in the case of Money Market Loans or (ii) 9:30 a.m. (Minneapolis time) on the proposed Bid Banker’s Acceptance Creation DateBorrowing Date in the case of Absolute Rate Loans, the Company shall notify the Administrative Agent by telephone (promptly confirmed by telex or telecopier), of its acceptance or rejection of the offers contained in the Bid Banker’s Acceptance Loan Tenders of which it was notified pursuant to subsection 2.19(e) hereofSection 4.5. Such notification Subject to Sections 2.9 and 2.10 (and unless any Bank shall have given notice that it is entitled to claim compensation pursuant to Sections 7.8 or 7.9 between the time the Company gives such notice of acceptance and the time such Bank makes such Bid Loan), such notice from the Company shall be irrevocable and binding on the Company and specify the aggregate face principal amount of offers at each discount rate for each maturity date Absolute Rate or Money Market Margin, as the case may be, that are accepted. The Company may accept any of the such Bid Banker’s Acceptance Loan Tenders in whole or in part; provided, that: (Ai) the aggregate face principal amount of the Bid Banker’s Acceptances Loans in respect of which offers are accepted may not exceed the aggregate face principal amount requested in the related Bid Banker’s Acceptance Loan Tender Request Notice; and (Bii) acceptances of Bid Banker’s Acceptance Loan Tenders made in response to the same Invitation to Tender for Bid Banker’s Acceptances Loans may only be made on the basis of ascending discount rates, provided that each resulting the Company has not rejected a Bid Banker’s Acceptance must be in Loan Tender at a face amount of $1,000,000 or an integral multiple of $100,000 in excess thereoflower competitive bid rate. If the Company rejects all Bid Banker’s Acceptance Loan Tenders, the proposed Bid Banker’s Acceptance Financing Loan Borrowing shall be canceled cancelled and the Administrative Agent shall give the Banks prompt notice to that effect. If (x) the aggregate face amount of the Bid Banker’s Acceptances offered by the Banks in their Bid Banker’s Acceptance Tenders aggregate less than, or (y) the Company does not accept offers contained in Bid Banker’s Acceptance Tenders in an aggregate face amount equal to, the aggregate face amount requested in the related Bid Banker’s Acceptance Tender Request Notice (either such event, a “Partially Accepted Bid”), the Banks whose offers are accepted shall have the right (but not the obligation) to revoke those offers as hereinafter set forth. In the event that a Partially Accepted Bid has occurred, the Company shall notify the Administrative Agent by telephone prior to 9:15 a.m. (Minneapolis, Minnesota time) on the proposed Bid Banker’s Acceptance Creation Date of the occurrence and of which Bid Banker’s Acceptance Tenders the Company accepts. By 9:30 a.m. (Minneapolis, Minnesota time), the Administrative Agent shall notify by telephone those Banks whose offers have been accepted that a Partially Accepted Bid has occurred, and shall inform those Banks of the sum of the accepted Bid Banker’s Acceptance Tenders and whether that Bank’s offer or offers have been accepted, and whether in whole or in part, specifying the date, face amount and maturity date of each Bid Banker’s Acceptance to be created by such Bank as part of the applicable Bid Banker’s Acceptance Financing and the discount rate applicable to each such Bid Banker’s Acceptance to be created by such Bank. Each Bank whose offer has been accepted but which wishes to revoke that offer must do so by informing the Administrative Agent by telephone no later than 9:45 a.m. (Minneapolis, Minnesota time). The Administrative Agent shall then notify the Company by telephone of any bids which have been revoked prior to 10:00 a.m. (Minneapolis, Minnesota time) and shall subsequently notify by telephone those Banks whose bids were accepted and have not been revoked (collectively, the “Second Round Bids”) of the sum of the Second Round Bids prior to 10:15 a.m. (Minneapolis, Minnesota time). If any Bank whose bid was accepted as part of a Partially Accepted Bid revokes its offer before 9:45 (Minneapolis, Minnesota time), as described in the second preceding sentence, then each Bank whose bid has not previously been revoked may revoke its Second Round Bid by notifying the Administrative Agent by telephone prior to 10:30 a.m. (Minneapolis, Minnesota time). If any Second Round Bid is revoked by any Bank, or if the Company fails to notify the Administrative Co-Agent by 9:15 a.m. (Minneapolis, Minnesota time) that a Partially Accepted Bid occurred, all Bid Banker’s Acceptance Tenders submitted in response to the related Bid Banker’s Acceptance Tender Request Notice shall be deemed withdrawn. If any Second Round Bid is revoked, the Administrative Agent shall notify the Company by telephone prior to 10:45 a.m. (Minneapolis, Minnesota time) and shall notify those Banks whose offers have not previously been revoked by telephone prior to 11:00 a.m. (Minneapolis, Minnesota time).

Acceptance and Notice by the Company. As soon as reasonably practicable and in no event later than 9:15 a.m. (Minneapolis, Minnesota time) on the proposed Bid Banker’s Acceptance Creation Loan Borrowing Date, the Company shall notify the Administrative Agent by telephone of its acceptance or rejection of the offers contained in the Bid Banker’s Acceptance Loan Tenders of which it was notified pursuant to subsection 2.19(e2.20(e) hereof. Such notification from the Company shall specify the aggregate face principal amount of offers at each discount interest rate for each maturity date that are accepted. The Company may accept any of the Bid Banker’s Acceptance Loan Tenders in whole or in part; provided, that: (A) the aggregate face principal amount of the Bid Banker’s Acceptances Loans in respect of which offers are accepted may not exceed the aggregate face principal amount requested in the related Bid Banker’s Acceptance Loan Tender Request Notice; and (B) acceptances of Bid Banker’s Acceptance Loan Tenders made in response to the same Invitation to Tender for Bid Banker’s Acceptances Loans may only be made on the basis of ascending discount interest rates, provided that each resulting Bid Banker’s Acceptance Loan must be in a face principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof. If the Company rejects all Bid Banker’s Acceptance Loan Tenders, the proposed Bid Banker’s Acceptance Loan Financing shall be canceled and the Administrative Agent shall give the Banks prompt notice to that effect. If (x) the aggregate face principal amount of the Bid Banker’s Acceptances Loans offered by the Banks in their Bid Banker’s Acceptance Loan Tenders aggregate less than, or (y) the Company does not accept offers contained in Bid Banker’s Acceptance Loan Tenders in an aggregate face amount equal to, the aggregate face amount requested in the related Bid Banker’s Acceptance Loan Tender Request Notice (either such event, a “Partially Accepted Bid”), the Banks whose offers are accepted shall have the right (but not the obligation) to revoke those offers as hereinafter set forth. In the event that a Partially Accepted Bid has occurred, the Company shall notify the Administrative Agent by telephone prior to 9:15 a.m. (Minneapolis, Minnesota time) on the proposed Bid Banker’s Acceptance Creation Loan Borrowing Date of the occurrence and of which Bid Banker’s Acceptance Loan Tenders the Company accepts. By 9:30 a.m. (Minneapolis, Minnesota time), the Administrative Agent shall notify by telephone those Banks whose offers have been accepted that a Partially Accepted Bid has occurred, and shall inform those Banks of the sum of the accepted Bid Banker’s Acceptance Loan Tenders and whether that Bank’s offer or offers have been accepted, and whether in whole or in part, specifying the date, face principal amount and maturity date of each Bid Banker’s Acceptance Loan to be created made by such Bank as part of the applicable Bid Banker’s Acceptance Loan Financing and the discount interest rate applicable to each such Bid Banker’s Acceptance Loan to be created by such Bank. Each Bank whose offer has been accepted but which wishes to revoke that offer must do so by informing the Administrative Agent by telephone no later than 9:45 a.m. (Minneapolis, Minnesota time). The Administrative Agent shall then notify the Company by telephone of any bids which have been revoked prior to 10:00 a.m. (Minneapolis, Minnesota time) and shall subsequently notify by telephone those Banks whose bids were accepted and have not been revoked (collectively, the “Second Round Bids”) of the sum of the Second Round Bids prior to 10:15 a.m. (Minneapolis, Minnesota time). If any Bank whose bid was accepted as part of a Partially Accepted Bid revokes its offer before 9:45 (Minneapolis, Minnesota time), as described in the second preceding sentence, then each Bank whose bid has not previously been revoked may revoke its Second Round Bid by notifying the Administrative Agent by telephone prior to 10:30 a.m. (Minneapolis, Minnesota time). If any Second Round Bid is revoked by any Bank, or if the Company fails to notify the Administrative Co-Agent by 9:15 a.m. (Minneapolis, Minnesota time) that a Partially Accepted Bid occurred, all Bid Banker’s Acceptance Loan Tenders submitted in response to the related Bid Banker’s Acceptance Loan Tender Request Notice shall be deemed withdrawn. If any Second Round Bid is revoked, the Administrative Agent shall notify the Company by telephone prior to 10:45 a.m. (Minneapolis, Minnesota time) and shall notify those Banks whose offers have not previously been revoked by telephone prior to 11:00 a.m. (Minneapolis, Minnesota time).

Acceptance and Notice by the Company. As soon as reasonably practicable and in no event Not later than 9:15 a.m. (Minneapolisx) 9:30 a.m., Minnesota timeLos Angeles time on the third Business Day prior to the proposed date of the borrowing, in the case of a LIBOR Auction or (y) 8:00 a.m., Los Angeles time on the proposed Bid Banker’s Acceptance Creation Datedate of the borrowing, in the case of a Base Rate Auction, CD Rate Auction or an Absolute Rate Auction (or, in either case upon reasonable prior notice to the Lenders, such other time and date as the Company and the Administrative Agent may agree), the Company (acting on behalf of the applicable Borrower) shall notify the Administrative Agent by telephone telecopy at its Office of its acceptance or rejection nonacceptance of the offers contained in the Competitive Bid Banker’s Acceptance Tenders of which Loan Quotes so notified to it was notified pursuant to subsection 2.19(eSection 2.03(e) hereof (and the failure of the Company to give such notice by such time shall constitute nonacceptance) and the Administrative Agent shall promptly notify each affected Lender in accordance with Section 2.03(h) hereof. Such notification from In the Company case of acceptance, such notice shall specify the aggregate face principal amount of offers at each discount rate Competitive Bid Loan Quotes for each maturity date Interest Period that are accepted. The Company (acting on behalf of the applicable Borrower) may accept any of the one or more Competitive Bid Banker’s Acceptance Tenders Loan Quotes in whole or in partpart (PROVIDED that any Competitive Bid Loan Quote accepted in part shall be a Dollar Equivalent of at least $5,000,000 or a higher integral multiple of $1,000,000, to the extent practical in the case of Eurocurrency Loans); provided, PROVIDED that: (Ai) the The aggregate face principal amount of the each Competitive Bid Banker’s Acceptances in respect of which offers are accepted Borrowing may not exceed the aggregate face applicable amount requested set forth in the related Competitive Bid Banker’s Loan Quote Request; (ii) The aggregate principal amount of each Competitive Bid Borrowing shall be a Dollar Equivalent of at least $5,000,000 (or a higher integral multiple of $1,000,000); (iii) Acceptance Tender Request Noticeof offers may be made only in ascending yield order of LIBOR-based Margins, CD Rate Margins, Base Rate Margins or Absolute Rates, as the case may be; and (Biv) acceptances of Bid Banker’s Acceptance Tenders made in response to the same Invitation to Tender for Bid Banker’s Acceptances may only be made on the basis of ascending discount rates, provided that each resulting Bid Banker’s Acceptance must be in a face amount of $1,000,000 or an integral multiple of $100,000 in excess thereof. If the The Company rejects all Bid Banker’s Acceptance Tenders, the proposed Bid Banker’s Acceptance Financing shall be canceled and not accept any offer where the Administrative Agent shall give the Banks prompt notice to that effect. If (x) the aggregate face amount of the Bid Banker’s Acceptances offered by the Banks in their Bid Banker’s Acceptance Tenders aggregate less than, or (y) has advised the Company does not accept offers contained in Bid Banker’s Acceptance Tenders in an aggregate face amount equal to, the aggregate face amount requested in the related Bid Banker’s Acceptance Tender Request Notice (either that such event, a “Partially Accepted Bid”), the Banks whose offers are accepted shall have the right (but not the obligation) to revoke those offers as hereinafter set forth. In the event that a Partially Accepted Bid has occurred, the Company shall notify the Administrative Agent by telephone prior to 9:15 a.m. (Minneapolis, Minnesota time) on the proposed Bid Banker’s Acceptance Creation Date of the occurrence and of which Bid Banker’s Acceptance Tenders the Company accepts. By 9:30 a.m. (Minneapolis, Minnesota time), the Administrative Agent shall notify by telephone those Banks whose offers have been accepted that a Partially Accepted Bid has occurred, and shall inform those Banks of the sum of the accepted Bid Banker’s Acceptance Tenders and whether that Bank’s offer or offers have been accepted, and whether in whole or in part, specifying the date, face amount and maturity date of each Bid Banker’s Acceptance to be created by such Bank as part of the applicable Bid Banker’s Acceptance Financing and the discount rate applicable to each such Bid Banker’s Acceptance to be created by such Bank. Each Bank whose offer has been accepted but which wishes to revoke that offer must do so by informing the Administrative Agent by telephone no later than 9:45 a.m. (Minneapolis, Minnesota time). The Administrative Agent shall then notify the Company by telephone of any bids which have been revoked prior to 10:00 a.m. (Minneapolis, Minnesota time) and shall subsequently notify by telephone those Banks whose bids were accepted and have not been revoked (collectively, the “Second Round Bids”) of the sum of the Second Round Bids prior to 10:15 a.m. (Minneapolis, Minnesota time). If any Bank whose bid was accepted as part of a Partially Accepted Bid revokes its offer before 9:45 (Minneapolis, Minnesota time), as described in the second preceding sentence, then each Bank whose bid has not previously been revoked may revoke its Second Round Bid by notifying the Administrative Agent by telephone prior to 10:30 a.m. (Minneapolis, Minnesota time). If any Second Round Bid is revoked by any Bank, or if the Company fails to notify comply with Section 2.03(d)(ii) hereof or otherwise fails to comply with the Administrative Co-Agent by 9:15 a.m. (Minneapolis, Minnesota time) that a Partially Accepted Bid occurred, all Bid Banker’s Acceptance Tenders submitted in response to the related Bid Banker’s Acceptance Tender Request Notice shall be deemed withdrawn. If any Second Round Bid is revoked, the Administrative Agent shall notify the Company by telephone prior to 10:45 a.m. (Minneapolis, Minnesota time) and shall notify those Banks whose offers have not previously been revoked by telephone prior to 11:00 a.m. (Minneapolis, Minnesota time)requirements of this Agreement.