Common use of Acceptance by the Company Clause in Contracts

Acceptance by the Company. (i) Not later than 12:30 p.m. New York City time (x) on the proposed date of borrowing, in the case of an Absolute Rate Auction and (y) on the date three (3) Business Days prior to the proposed date of borrowing, in the case of a LIBOR Auction, the Company shall notify the Administrative Agent of its acceptance or nonacceptance of the Bid Rate Quotes so notified to it pursuant to Section 2.3.(d) which notice shall be in the form of Exhibit S. In the case of acceptance, such notice shall specify the aggregate principal amount of Bid Rate Quotes for each Interest Period that are accepted. The failure of the Company to give such notice by such time shall constitute nonacceptance. The Company may accept any Bid Rate Quote in whole or in part; provided that: (a) the aggregate principal amount of each Bid Rate Borrowing may not exceed the applicable amount set forth in the related Bid Rate Quote Request; (b) the aggregate principal amount of each Bid Rate Borrowing shall comply with the provisions of Section 2.3.(b)(ii) and together with all other Bid Rate Loans then outstanding shall not cause the limits specified in Section 2.16. to be violated; (c) acceptance of Bid Rate Quotes may be made only in ascending order of Absolute Rates or LIBOR Margins, as applicable, in each case beginning with the lowest rate so offered; (d) 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 Bid Rate Quote that fails to comply with Section 2.3.(c) or otherwise fails to comply with the requirements of this Agreement. (ii) If Bid Rate Quotes are made by two or more Dollar Tranche Revolving Credit Lenders with the same Absolute Rates or LIBOR Margins, as applicable, for a greater aggregate principal amount than the amount in respect of which Bid Rate Quotes are permitted to be accepted for the related Interest Period, the principal amount of Bid Rate Loans in respect of which such Bid Rate Quotes are accepted shall be allocated by the Administrative Agent among such Dollar Tranche Revolving Credit Lenders in proportion to the aggregate principal amount of such Bid Rate Quotes. Determinations by the Administrative Agent of the amounts of Bid Rate Loans shall be conclusive in the absence of manifest error.

Acceptance by the Company. (i) Not later than 12:30 p.m. New York City time (x) on the proposed date of borrowing, in the case of an Absolute Rate Auction and (y) on the date three (3) Business Days prior to the proposed date of borrowing, in the case of a LIBOR Auction, the Company shall notify the Administrative Agent of its acceptance or nonacceptance of the Bid Rate Quotes so notified to it pursuant to Section 2.3.(d) which notice shall be in the form of Exhibit S. In the case of acceptance, such notice shall specify the aggregate principal amount of Bid Rate Quotes for each Interest Period that are accepted. The failure of the Company to give such notice by such time shall constitute nonacceptance. The Company may accept any Bid Rate Quote in whole or in part; provided that: (a) the aggregate principal amount of each Bid Rate Borrowing may not exceed the applicable amount set forth in the related Bid Rate Quote Request; (B) (b) the aggregate principal amount of each Bid Rate Borrowing shall comply with the provisions of Section 2.3.(b)(ii) and together with all other Bid Rate Loans then outstanding shall not cause the limits specified in Section 2.16. to be violated; (C) (c) acceptance of Bid Rate Quotes may be made only in ascending order of Absolute Rates or LIBOR Margins, as applicable, in each case beginning with the lowest rate so offered; (d) 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 Bid Rate Quote that fails to comply with Section 2.3.(c) or otherwise fails to comply with the requirements of this Agreement. (ii) If Bid Rate Quotes are made by two or more Dollar Tranche Revolving Credit Lenders with the same Absolute Rates or LIBOR Margins, as applicable, for a greater aggregate principal amount than the amount in respect of which Bid Rate Quotes are permitted to be accepted for the related Interest Period, the principal amount of Bid Rate Loans in respect of which such Bid Rate Quotes are accepted shall be allocated by the Administrative Agent among such Dollar Tranche Revolving Credit Lenders in proportion to the aggregate principal amount of such Bid Rate Quotes. Determinations by the Administrative Agent of the amounts of Bid Rate Loans shall be conclusive in the absence of manifest error.

Acceptance by the Company. (i) Not later than 12:30 p.m. New York City time (x) on the proposed date of borrowing, in the case of an Absolute Rate Auction and (y) on the date three (3) Business Days prior to the proposed date of borrowing, in the case of a LIBOR Auction, the Company shall notify the Administrative Agent of its acceptance or nonacceptance of the Bid Rate Quotes so notified to it pursuant to Section 2.3.(d) which notice shall be in the form of Exhibit S. In the case of acceptance, such notice shall specify the aggregate principal amount of Bid Rate Quotes for each Interest Period that are accepted. The failure of the Company to give such notice by such time shall constitute nonacceptance. The Company may accept any Bid Rate Quote in whole or in part; provided that: (aA) the aggregate principal amount of each Bid Rate Borrowing may not exceed the applicable amount set forth in the related Bid Rate Quote Request; (bB) the aggregate principal amount of each Bid Rate Borrowing shall comply with the provisions of Section 2.3.(b)(ii) and together with all other Bid Rate Loans then outstanding shall not cause the limits specified in Section 2.16. to be violated; (cC) acceptance of Bid Rate Quotes may be made only in ascending order of Absolute Rates or LIBOR Margins, as applicable, in each case beginning with the lowest rate so offered; (dD) 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 (eE) the Company may not accept any Bid Rate Quote that fails to comply with Section 2.3.(c) or otherwise fails to comply with the requirements of this Agreement. (ii) If Bid Rate Quotes are made by two or more Dollar Tranche Revolving Credit Lenders with the same Absolute Rates or LIBOR Margins, as applicable, for a greater aggregate principal amount than the amount in respect of which Bid Rate Quotes are permitted to be accepted for the related Interest Period, the principal amount of Bid Rate Loans in respect of which such Bid Rate Quotes are accepted shall be allocated by the Administrative Agent among such Dollar Tranche Revolving Credit Lenders in proportion to the aggregate principal amount of such Bid Rate Quotes. Determinations by the Administrative Agent of the amounts of Bid Rate Loans shall be conclusive in the absence of manifest error.

Acceptance by the Company. The Company hereby accepts the foregoing subscription for ___________ Series C Shares at an aggregate purchase price of $________ as of ___________, 2009. By: Bxxxx Xxxxxxxxxx Executive Vice President and Chief Financial Officer Investor Name: The information contained in this questionnaire is being furnished to Pure Earth, Inc., a Delaware corporation (i) Not later than 12:30 p.m. New York City time (x) on the proposed date “Company”), to determine whether offers of borrowingsubscriptions for the Series C Shares described in the attached Subscription Agreement may be made to you, as an investor, in the case of an Absolute Rate Auction and (y) on the date three (3) Business Days prior to the proposed date of borrowing, in the case of a LIBOR Auction, the Company shall notify the Administrative Agent of its acceptance or nonacceptance light of the Bid Rate Quotes so notified to it pursuant to Section 2.3.(drequirements of Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”) which notice shall be and certain exemptions contained in state securities laws. You understand that the form of Exhibit S. In the case of acceptance, such notice shall specify the aggregate principal amount of Bid Rate Quotes information is needed for each Interest Period that are accepted. The failure of the Company to give determine whether it has reasonable grounds to believe that you are an “accredited investor” as that term is defined in Regulation D and that you have such notice by such time shall constitute nonacceptanceknowledge and experience in financial, investment and business matters that you are capable of evaluating the merits and risks of the investment in the Series C Shares. The Company may accept any Bid Rate Quote in whole or in part; provided that: You understand that (a) the aggregate principal amount Company will rely on the information contained herein for purposes of each Bid Rate Borrowing may not exceed the applicable amount set forth in the related Bid Rate Quote Request; such determination, (b) the aggregate principal amount of each Bid Rate Borrowing shall comply with Series C Shares will not be registered under the provisions of Section 2.3.(b)(ii) and together with all other Bid Rate Loans then outstanding shall not cause the limits specified in Section 2.16. to be violated; Securities Act, (c) acceptance the Series C Shares will not be registered or qualified under the securities laws of Bid Rate Quotes may be made only in ascending order of Absolute Rates or LIBOR Marginsany state, as applicable, in each case beginning with the lowest rate so offered; and (d) this questionnaire is not an offer to purchase the Series C Shares or any acceptance other securities in part any case where such offer would not be legally permitted. Information contained in this questionnaire will be kept confidential 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) its agents, employees or representatives. You understand, however, that the Company may not accept have the need to present it to such parties as it deems advisable in order to establish the applicability under any Bid Rate Quote that fails to comply with Section 2.3.(c) federal or otherwise fails to comply state securities laws of an exemption from registration. In accordance with the requirements of this Agreement. (ii) If Bid Rate Quotes are made by two or more Dollar Tranche Revolving Credit Lenders with the same Absolute Rates or LIBOR Margins, as applicable, for a greater aggregate principal amount than the amount in respect of which Bid Rate Quotes are permitted to be accepted for the related Interest Periodforegoing, the principal amount of Bid Rate Loans in respect of which such Bid Rate Quotes following representations and information are accepted shall be allocated hereby made and furnished by the Administrative Agent among such Dollar Tranche Revolving Credit Lenders in proportion to investor: Please answer all questions. If the aggregate principal amount of such Bid Rate Quotesanswer is “none” or “not applicable,” please so state. Determinations by the Administrative Agent of the amounts of Bid Rate Loans shall be conclusive in the absence of manifest error.INFORMATION REQUIRED OF EACH INVESTOR: