Common use of Acceptance and Notice by Xxxxxxxx Clause in Contracts

Acceptance and Notice by Xxxxxxxx. Not later than (x) 12:00 Noon (New York City time) on the third Business Day before the proposed date of Borrowing, in the case of a Term SOFR Auction, Alternative Currency Daily Rate Auction or Alternative Currency Term Rate Auction or (y) 11:00 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 applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first Term SOFR Auction, Alternative Currency Daily Rate Auction, Alternative Currency Term Rate 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 non-acceptance of the offers so notified to it pursuant to Section 2.03(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 and the relevant Borrower. A Borrower 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 amount of each Competitive Bid Borrowing must be at least $5,000,000 (in the case of Dollars), €5,000,000 (in the case of Euro), £5,000,000 (in the case of Pounds Sterling) or an amount agreed to by the Administrative Agent and the Company (in the case of any other Approved Currency) and a multiple of $1,000,000 (in the case of Dollars), €1,000,000 (in the case of Euro), £1,000,000 (in the case of Pounds Sterling) or an amount agreed to by the Administrative Agent and the Company (in the case of any other Approved Currency) (or the amount remaining under the Commitments); (iii) acceptance of offers may only be made on the basis of ascending Competitive Bid Term SOFR Rates, Competitive Bid Alternative Currency Daily Rates, Competitive Bid Alternative Currency Term Rates or Competitive Bid Absolute Rates, as the case may be; and (iv) a Borrower may not accept any offer that is described in clause (d)(iii) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Xxxxxxxx. Not later than 10:30 a.m. (Chicago, Illinois time) on (x) 12:00 Noon (New York City time) on the third Business Day before prior to the proposed date of Borrowing, in the case of a Term SOFR Auction, Alternative Currency Daily Rate Auction or Alternative Currency Term Rate Auction or (y) 11:00 A.M. (New York City time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction or a Daily Simple SOFR Auction (or, in either any case, such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders Banks not later than the date of the Competitive Bid Quote Request for the first Term SOFR Auction, Alternative Currency Daily Rate Auction, Alternative Currency Term Rate Simple SOFR 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 non-acceptance of the offers so notified to it pursuant to Section 2.03(esubsection (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 and the relevant Borroweraccepted. A The Borrower may accept any Competitive Bid Quote in whole or in part; provided that: (i) 1. 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) 2. the principal amount of each Competitive Bid Borrowing must be at least $5,000,000 (in the case of Dollars), €5,000,000 (in the case of Euro), £5,000,000 (in the case of Pounds Sterling) 3,000,000 or an amount agreed to by the Administrative Agent and the Company (in the case of any other Approved Currency) and a larger multiple of $1,000,000 (in the case of Dollars), €1,000,000 (in the case of Euro), £1,000,000 (in the case of Pounds Sterling) or an amount agreed to by the Administrative Agent and the Company (in the case of any other Approved Currency) (or the amount remaining under the Commitments)100,000; (iii) 3. acceptance of offers may only be made on the basis of ascending Competitive Bid Term SOFR Rates, Competitive Bid Alternative Currency Daily Rates, Competitive Bid Alternative Currency Term Rates Margins or Competitive Bid Absolute Rates, as the case may be; and (iv) a 4. the Borrower may not accept any offer that is described in clause subsection (d)(iiid)(3) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Xxxxxxxx. Not later than (xi) 12:00 Noon 11:00 a.m. (New York City time) on the third at least three U.S. Government Securities Business Day before Days prior to the proposed date of BorrowingBorrowing Date, in the case of a Term SOFR Auction, Alternative Currency Daily Rate Auction or Alternative Currency Term Rate Auction or (yii) 11:00 A.M. a.m. (New York City 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 Revolving Credit Lenders, such other time or and date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first Term SOFR Auction, Alternative Currency Daily Rate Auction, Alternative Currency Term Rate Auction or Absolute Rate Auction for which such change is to be effectivemay agree), the applicable Borrower shall notify the Administrative Agent of its acceptance or non-acceptance rejection of the offers received by it pursuant to Section 2.3.4 or so notified to it pursuant to Section 2.03(e)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 “Notice of Competitive Bid BorrowingBorrowing Notice”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted and (if the relevant BorrowerAdministrative Agent is not the Competitive Bid Agent) shall include copies of each Competitive Bid Quote that is accepted. A The Borrower may accept any Competitive Bid Quote in whole or in partpart (subject to the terms of Section 2.3.4(b)(iv) and (vi)); provided that: (i) the aggregate principal amount of each Competitive Bid Borrowing 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 amount of each Competitive Bid Borrowing must be at least $5,000,000 (in the case of Dollars), €5,000,000 (in the case of Euro), £5,000,000 (in the case of Pounds Sterling) or an amount agreed to by the Administrative Agent and the Company (in the case of any other Approved Currency) and a multiple of $1,000,000 (in the case of Dollars), €1,000,000 (in the case of Euro), £1,000,000 (in the case of Pounds Sterling) or an amount agreed to by the Administrative Agent and the Company (in the case of any other Approved Currency) (or the amount remaining under the Commitments); (iii) acceptance of offers may only be made on the basis of ascending Competitive Bid Term SOFR Rates, Competitive Bid Alternative Currency Daily Rates, Competitive Bid Alternative Currency Term Rates or Competitive Bid Absolute Rates, as the case may be; and (iviii) a the Borrower may not accept any offer that is described in clause (d)(iiiSection 2.3.4(c) or that otherwise fails to comply with the requirements of this Agreement.

Acceptance and Notice by Xxxxxxxx. Not later than (xi) 12:00 Noon (p.m. New York City time) time on the third U.S Government Securities Business Day before prior to the proposed date of Borrowingborrowing, in the case of a Term SOFR Auction, Alternative Currency Daily Rate Auction or Alternative Currency Term Rate Auction or (yii) 11:00 A.M. (12:00 p.m. New York City time) time on the proposed date of Borrowingborrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Competitive Bid Quote Request for the first Term SOFR Auction, Alternative Currency Daily Rate Auction, Alternative Currency Term Rate Auction or Absolute Rate Auction for which such change is to be effective), the applicable Borrower shall notify the Administrative Auction Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to Section 2.03(e2.3(e) substantially in the form of Exhibit F (and the Auction Agent shall so notify each Bank making an offer); provided, that if the Borrower shall fail to so notify the Auction Agent by the times set forth above, the Borrower shall be deemed to have notified the Auction Agent of its non-acceptance 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 and the relevant Borroweraccepted. A The 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 Borrowing borrowing of Money Market Loans 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 Borrowing borrowing of Money Market Loans must be at least $5,000,000 (in the case of Dollars), €5,000,000 (in the case of Euro), £5,000,000 (in the case of Pounds Sterling) 10,000,000 or an amount agreed to by the Administrative Agent and the Company (in the case of any other Approved Currency) and a larger whole multiple of $1,000,000 (in the case of Dollars), €1,000,000 (in the case of Euro), £1,000,000 (in the case of Pounds Sterling) or an amount agreed to by the Administrative Agent and the Company (in the case of any other Approved Currency) (or the amount remaining under the Commitments)1,000,000; (iii) acceptance of offers may only be made on the basis of ascending Competitive Bid Term SOFR Rates, Competitive Bid Alternative Currency Daily Rates, Competitive Bid Alternative Currency Term Rates Money Market Margins or Competitive Bid Money Market Absolute Rates, as the case may be; and (iv) a the Borrower may not accept any offer that is described in clause (d)(iiiSection 2.3(d)(iii) or that otherwise fails to comply with the requirements of this Agreement.