Common use of Acceptance by Company Clause in Contracts

Acceptance by Company. Not later than 11:00 a.m. New York time on (x) the third Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) the Quotation Date, in the case of a Set Rate Auction (or, in any such case, such other time and date as the Company and the Administrative Agent, with the consent of the Majority Banks, may agree), the Company shall notify the Administrative Agent of its acceptance or nonacceptance of the offers so notified to it pursuant to Section 2.03(d) hereof (which notice shall specify the aggregate principal amount of offers from each Bank for each Interest Period that are accepted, it being understood that the failure of the Company to give such notice by such time shall constitute nonacceptance) and the Administrative Agent shall promptly notify each affected Bank. The notice from the Administrative Agent shall also specify the aggregate principal amount of offers for each Interest Period that were accepted and the lowest and highest LIBO Margins and Set Rates that were accepted for each Interest Period. The Company may accept any Money Market Quote in whole or in part (provided that any Money Market Quote accepted in part shall be at least $5,000,000 or a larger multiple of $1,000,000); provided that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the aggregate principal amount of each Money Market Borrowing shall be at least $20,000,000 (or a larger multiple of $1,000,000) but shall not cause the limits specified in Section 2.03(a) hereof to be violated; (iii) acceptance of offers may, subject to clause (v) below, be made only in ascending order of LIBO Margins or Set Rates, as the case may be, in each case beginning with the lowest rate so offered; (iv) the Company may not accept any offer where the Administrative Agent has advised the Company that such offer fails to comply with Section 2.03(c)(ii) hereof or otherwise fails to comply with the requirements of this Agreement (including, without limitation, Section 2.03(a) hereof); and (v) the aggregate principal amount of each Money Market Borrowing from any Bank may not exceed any applicable Money Market Loan Limit of such Bank. If offers are made by two or more Banks with the same LIBO Margins or Set Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Company among such Banks as nearly as possible (in amounts of at least $5,000,000 or larger multiples of $1,000,000) in proportion to the aggregate principal amount of such offers. Determinations by the Company of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Acceptance by Company. (i) Not later than 11:00 a.m. New York 12:30 p.m. Eastern time on (x) on the third proposed date of borrowing, in the case of an Absolute Rate Auction and (y) on the date 3 Business Day Days prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) the Quotation Date, in the case of a Set Rate Auction (or, in any such case, such other time and date as the Company and the Administrative Agent, with the consent of the Majority Banks, may agree)SOFR Auction, the Company shall notify the Administrative Agent of its acceptance or nonacceptance of the offers Bid Rate Quotes so notified to it pursuant to Section 2.03(d) hereof (2.3.(d). which notice shall be in the form of Exhibit O. In the case of acceptance, such notice shall specify the aggregate principal amount of offers from each Bank Bid Rate Quotes for each Interest Period that are accepted, it being understood that the . The failure of the Company to give such notice by such time shall constitute nonacceptance) and the Administrative Agent shall promptly notify each affected Bank. The notice from the Administrative Agent shall also specify the aggregate principal amount of offers for each Interest Period that were accepted and the lowest and highest LIBO Margins and Set Rates that were accepted for each Interest Period. The Company may accept any Money Market Bid Rate Quote in whole or in part (provided that any Money Market Quote accepted in part shall be at least $5,000,000 or a larger multiple of $1,000,000)part; provided that: (iA) the aggregate principal amount of each Money Market Bid Rate Borrowing may not exceed the applicable amount set forth in the related Money Market Bid Rate Quote Request; (iiB) the aggregate principal amount of each Money Market Bid Rate Borrowing shall be at least $20,000,000 (or a larger multiple comply with the provisions of $1,000,000Section 2.3.(b)(ii) but and together with all other Bid Rate Loans then outstanding shall not cause the limits specified in Section 2.03(a) hereof 2.16. to be violated; (iiiC) acceptance of offers may, subject to clause (v) below, Bid Rate Quotes may be made only in ascending order of LIBO Margins Absolute Rates or Set RatesSOFR Margins, as the case may beapplicable, in each case beginning with the lowest rate so offered; (ivD) any acceptance in part by the Company shall be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof; and (E) the Company may not accept any offer where the Administrative Agent has advised the Company Bid Rate Quote that such offer fails to comply with Section 2.03(c)(ii2.3.(c) hereof or otherwise fails to comply with the requirements of this Agreement (including, without limitation, Section 2.03(a) hereof); andAgreement. (vii) the aggregate principal amount of each Money Market Borrowing from any Bank may not exceed any applicable Money Market Loan Limit of such Bank. If offers Bid Rate Quotes are made by two or more Banks Lenders with the same LIBO Margins Absolute Rates or Set RatesSOFR Margins, as the case may beapplicable, for a greater aggregate principal amount than the amount in respect of which offers Bid Rate Quotes are permitted to be accepted for the related Interest Period, the principal amount of Money Market Bid Rate Loans in respect of which such offers Bid Rate Quotes are accepted shall be allocated by the Company Administrative Agent among such Banks as nearly as possible (in amounts of at least $5,000,000 or larger multiples of $1,000,000) Lenders in proportion to the aggregate principal amount of such offersBid Rate Quotes. Determinations by the Company Administrative Agent of the amounts of Money Market Bid Rate Loans shall be conclusive in the absence of manifest error.

Acceptance by Company. (i) Not later than 11:00 9:30 a.m. New York time (San Francisco time) on (x) the third Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) the Quotation Date, in the case of a Set Rate Auction (or, in any such case, such other time and date as the Company and the Administrative Agent, with the consent of the Majority Banks, may agree), the Company shall notify the Administrative Agent of its acceptance or nonacceptance of the offers so notified to it pursuant to Section 2.03(d) hereof (2.5. which notice shall be in the form of Exhibit F-3. In the case of acceptance, such notice shall specify the aggregate principal amount of offers from each Bank for each Interest Period that are accepted, it being understood that the . The failure of the Company to give such notice by such time shall constitute nonacceptance) and the Administrative Agent shall promptly notify each affected Bank. The notice from the Administrative Agent shall also specify the aggregate principal amount of offers for each Interest Period that were accepted and the lowest and highest LIBO Margins and Set Rates that were accepted for each Interest Period. The Company may accept any Money Market Bid Rate Quote in whole or in part (provided that any Money Market Quote accepted in part shall be at least $5,000,000 or a larger multiple of $1,000,000)part; provided that: (iA) the aggregate principal amount of each Money Market Bid Rate Borrowing may not exceed the applicable amount set forth in the related Money Market Bid Rate Quote Request; (iiB) the aggregate principal amount of each Money Market Bid Rate Borrowing shall be at least $20,000,000 (or a larger multiple comply with the provisions of $1,000,000) Section 4.6. but shall not cause the limits specified in Section 2.03(a) hereof 2.15. to be violated; (iiiC) acceptance of offers may, subject to clause (v) below, may be made only in ascending order of LIBO Margins or Set Rates, as the case may be, Bid Rates in each case beginning with the lowest rate so offered; (ivD) any acceptance in part by the Company shall be in a minimum amount of $1,000,000; and (E) the Company may not accept any offer where the Administrative Agent has advised the Company that such offer fails to comply with Section 2.03(c)(ii) hereof 2.5. or otherwise fails to comply with the requirements of this Agreement (including, without limitation, Section 2.03(a) hereofAgreement); and. (vii) the aggregate principal amount of each Money Market Borrowing from any Bank may not exceed any applicable Money Market Loan Limit of such Bank. If offers are made by two or more Banks Lenders with the same LIBO Margins or Set Rates, as the case may be, Bid Rates for a greater aggregate principal amount than the amount in respect of which offers are accepted for the related Interest Period, the principal amount of Money Market Bid Rate Loans in respect of which such offers are accepted shall be allocated by the Company Agent among such Banks as nearly as possible (in amounts of at least $5,000,000 or larger multiples of $1,000,000) Lenders in proportion to the aggregate principal amount of such offers. Determinations by the Company Agent of the amounts of Money Market Bid Rate Loans shall be conclusive in the absence of manifest error.

Acceptance by Company. (i) Not later than 11:00 a.m. New York 12:30 p.m. Eastern time on (x) on the third proposed date of borrowing, in the case of an Absolute Rate Auction and (y) on the date 3 Business Day Days prior to the proposed date of borrowing, in the case of a LIBOR Auction or (y) the Quotation Date, in the case of a Set Rate Auction (or, in any such case, such other time and date as the Company and the Administrative Agent, with the consent of the Majority Banks, may agree)SOFR Auction, the Company shall notify the Administrative Agent of its acceptance or nonacceptance of the offers Bid Rate Quotes so notified to it pursuant to Section 2.03(d) hereof (2.3.(d). which notice shall be in the form of Exhibit O. In the case of acceptance, such notice shall specify the aggregate principal amount of offers from each Bank Bid Rate Quotes for each Interest Period that are accepted, it being understood that the . The failure of the Company to give such notice by such time shall constitute nonacceptance) and the Administrative Agent shall promptly notify each affected Bank. The notice from the Administrative Agent shall also specify the aggregate principal amount of offers for each Interest Period that were accepted and the lowest and highest LIBO Margins and Set Rates that were accepted for each Interest Period. The Company may accept any Money Market Bid Rate Quote in whole or in part (provided that any Money Market Quote accepted in part shall be at least $5,000,000 or a larger multiple of $1,000,000)part; provided that: : (iA) the aggregate principal amount of each Money Market Bid Rate Borrowing may not exceed the applicable amount set forth in the related Money Market Bid Rate Quote Request; ; (iiB) the aggregate principal amount of each Money Market Bid Rate Borrowing shall be at least $20,000,000 (or a larger multiple comply with the provisions of $1,000,000Section 2.3.(b)(ii) but and together with all other Bid Rate Loans then outstanding shall not cause the limits specified in Section 2.03(a) hereof 2.16. to be violated; ; (iiiC) acceptance of offers may, subject to clause (v) below, Bid Rate Quotes may be made only in ascending order of LIBO Margins Absolute Rates or Set RatesSOFR Margins, as the case may beapplicable, in each case beginning with the lowest rate so offered; ; (ivD) any acceptance in part by the Company shall be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof; and (E) the Company may not accept any offer where the Administrative Agent has advised the Company Bid Rate Quote that such offer fails to comply with Section 2.03(c)(ii2.3.(c) hereof or otherwise fails to comply with the requirements of this Agreement (including, without limitation, Section 2.03(a) hereof); and (v) the aggregate principal amount of each Money Market Borrowing from any Bank may not exceed any applicable Money Market Loan Limit of such Bank. If offers are made by two or more Banks with the same LIBO Margins or Set Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Company among such Banks as nearly as possible (in amounts of at least $5,000,000 or larger multiples of $1,000,000) in proportion to the aggregate principal amount of such offers. Determinations by the Company of the amounts of Money Market Loans shall be conclusive in the absence of manifest errorAgreement.

Acceptance by Company. Not later than 11:00 a.m. New York time on (x) the third U.S. Government Securities Business Day prior to the proposed date of borrowing, in the case of a LIBOR LIBORSOFR Auction or (y) the Quotation Date, in the case of a Set Rate Auction (or, in any such case, such other time and date as the Company and the Administrative Agent, with the consent of the Majority Banks, may agree), the Company shall notify the Administrative Agent of its acceptance or nonacceptance of the offers so notified to it pursuant to Section 2.03(d) hereof (which notice shall specify the aggregate principal amount of offers from each Bank for each Interest Period that are accepted, it being understood that the failure of the Company to give such notice by such time shall constitute nonacceptance) and the Administrative Agent shall promptly notify each affected Bank. The notice from the Administrative Agent shall also specify the aggregate principal amount of offers for each Interest Period that were accepted and the lowest and highest LIBO LIBOSOFR Margins and Set Rates that were accepted for each Interest Period. The Company may accept any Money Market Quote in whole or in part (provided that any Money Market Quote accepted in part shall be at least $5,000,000 or a larger multiple of $1,000,000); provided that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the aggregate principal amount of each Money Market Borrowing shall be at least $20,000,000 (or a larger multiple of $1,000,000) but shall not cause the limits specified in Section 2.03(a) hereof to be violated; (iii) acceptance of offers may, subject to clause (v) below, be made only in ascending order of LIBO LIBOSOFR Margins or Set Rates, as the case may be, in each case beginning with the lowest rate so offered; (iv) the Company may not accept any offer where the Administrative Agent has advised the Company that such offer fails to comply with Section 2.03(c)(ii) hereof or otherwise fails to comply with the requirements of this Agreement (including, without limitation, Section 2.03(a) hereof); and (v) the aggregate principal amount of each Money Market Borrowing from any Bank may not exceed any applicable Money Market Loan Limit of such Bank. If offers are made by two or more Banks with the same LIBO LIBOSOFR Margins or Set Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Company among such Banks as nearly as possible (in amounts of at least $5,000,000 or larger multiples of $1,000,000) in proportion to the aggregate principal amount of such offers. Determinations by the Company of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.