Common use of Acceptance or Rejection of Bids Clause in Contracts

Acceptance or Rejection of Bids. The Borrower may in its sole and absolute discretion, subject only to the provisions of this Section 1.9, irrevocably accept or reject, in whole or in part, any Offer contained in a Bid. No later than 9:45 a.m. (Chicago time) on the proposed Borrowing Date, the Borrower shall give telephonic notice to the Agent of whether and to what extent it has decided to accept or reject any or all of the Offers contained in the Bids made in response to a Bid Loan Request, which notice shall be promptly confirmed by a telecopy or other form of facsimile communication to be received by the Agent on the proposed Borrowing Date; provided, however, that in the event any Offers are accepted (i) the Borrower shall accept Offers for any of the Interest Periods specified by the Borrower in its Bid Loan Request Confirmation solely on the basis of ascending interest rates for each such Interest Period, (ii) if the Borrower declines to borrow the maximum principal amount of Bid Loans in respect of which Offers at a particular interest rate for a particular Interest Period have been made, or is prevented from doing so by any other condition hereof, then the Borrower shall accept a pro rata portion of each such Offer, based as nearly as possible on the ratio of the maximum aggregate principal amounts of Bid Loans for which each such Offer was made by each Bank (provided that, if the available principal amount of Bid Loans to be so allocated is not sufficient to enable Bid Loans to be so allocated to each relevant Bank in integral multiples of $1,000,000, then the Borrower may round allocations up or down in integral multiples not less than $500,000 as it shall deem appropriate), (iii) the aggregate principal amount of all Offers accepted by the Borrower shall not exceed the maximum amount contained in the related Bid Loan Request Confirmation, and (iv) no Offer of a Bid Loan shall be accepted in a principal amount less than $5,000,000. Any telephonic notice given by the Borrower pursuant to this Section 1.9 shall be irrevocable and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, any written confirmation of such notice. Failure of the Borrower to accept an Offer in accordance with the provisions of this Section 1.9 shall constitute a rejection of such Offer.

Acceptance or Rejection of Bids. The Borrower Company may in its sole and absolute discretion, subject only to the provisions of this Section 1.9Section, irrevocably accept or reject, in whole or in part, any Offer contained Competitive Bid referred to in a BidSection 2.4 above. No later than 9:45 a.m. (A.M., Chicago time) , on the proposed Borrowing Date, the Borrower Company shall give telephonic notice to the Agent of whether and to what extent it has decided to accept or reject any or all of the Offers contained Competitive Bids referred to in the Bids made in response to a Bid Loan RequestSection 2.4 above, which notice shall be promptly confirmed by in a telecopy or other form of facsimile communication writing to be received by the Agent on the proposed Borrowing Date; providedPROVIDED, howeverHOWEVER, that (x) no bid shall be accepted for a Bid Loan in the event any Offers are accepted a minimum principal amount of less than $3,000,000, (iy) the Borrower Company shall accept Offers for any of the Interest Periods specified by the Borrower in its Bid Loan Request Confirmation bids solely on the basis of ascending interest rates Yields for each such Interest Period, (iiz) if the Borrower Company declines to borrow borrow, or it is restricted by other conditions hereof from borrowing, the maximum principal amount of Bid Loans in respect of which Offers bids at a particular interest rate for a particular Interest Period such Yield have been made, or is prevented from doing so by any other condition hereof, then the Borrower Company shall accept a pro rata portion of each such Offerbid made at the same Yield, based as nearly as possible on the ratio of the maximum aggregate principal amounts of Bid Loans for which each such Offer bid was made by each Bank (provided that, that if the available principal amount of Bid Loans to be so allocated is not sufficient to enable Bid Loans to be so allocated to each relevant such Bank in integral multiples of $1,000,000, then the Borrower may Company shall select which Banks will be allocated such Bid Loans and will round allocations up or down in integral multiples not less than to the next higher or lower multiple of $500,000 1,000,000 as it shall deem appropriateappropriate but in no event shall any Bid Loan be allocated in a principal amount of less than $3,000,000), and (iiiw) the aggregate principal amount of all Offers Competitive Bids accepted by the Borrower Company shall not exceed the maximum amount contained in the related Confirmation of Competitive Bid Loan Request Confirmation, and (iv) no Offer of a Bid Loan shall be accepted in a principal amount less than $5,000,000Request. Any telephonic A notice given by the Borrower Company pursuant to this Section 1.9 2.5 shall be irrevocable and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, any written confirmation of such notice. Failure of the Borrower to accept an Offer in accordance with the provisions of this Section 1.9 shall constitute a rejection of such Offer.

Acceptance or Rejection of Bids. The Borrower Chemical may in its sole and absolute discretion, subject only to the provisions of this Section 1.9Section, irrevocably accept or reject, in whole or in part, reject any Offer contained in a Bid. No later than the later of 9:45 a.m. (Chicago time) or 30 minutes after receipt of telephonic notice of bids on the proposed Borrowing Auction Date, the Borrower Chemical shall give telephonic notice to the Administrative Agent of whether and to what extent it has decided to accept or reject any or all of the Offers contained in the Bids made in response to a the related Bid Loan Request, which notice shall be promptly confirmed by a telecopy telecopier or other form of facsimile communication to be received by the Administrative Agent on the proposed Borrowing Date; provided, however, that in the event any Offers are accepted (ia) the Borrower Chemical shall accept Offers for any of the Interest Periods maturities specified by Chemical in the Borrower in its related Bid Loan Request Confirmation solely on the basis of ascending interest rates for each such Interest Period for each Stated Rate Bid Loan or Eurodollar Bid Loan as the case may be for such Interest Period, (iib) if the Borrower Chemical declines to borrow borrow, or if it is restricted by any other condition hereof from borrowing, the maximum principal amount of Bid Loans in respect of which Offers at a particular interest rate for a particular Interest Period have been made, or is prevented from doing so by any other condition hereof, then the Borrower Chemical shall accept a pro rata portion of each such Offer, based as nearly as possible on the ratio of the maximum aggregate principal amounts of Bid Loans for which each such Offer was made by each Bank (provided that, if the available principal amount of Bid Loans to be so allocated is not sufficient to enable Bid Loans to be so allocated to each relevant Bank in integral multiples of $1,000,000, then the Borrower Chemical may round allocations up or down in integral multiples not less than $500,000 100,000 as it shall deem appropriate), (iiic) the aggregate principal amount of all Offers accepted by the Borrower Chemical shall not exceed the maximum amount contained in the related Bid Loan Request Confirmation, and (ivd) no Offer of a Bid Loan shall be accepted in a principal amount less than $5,000,0001,000,000 and thereafter in integral multiples of $500,000 (provided that such Offer may be rounded up or down as provided for in (b) above). Any telephonic telephone notice given by the Borrower Chemical pursuant to this Section 1.9 shall be irrevocable and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, any written confirmation of such notice. Failure of the Borrower to accept an Offer in accordance with the provisions of this Section 1.9 shall constitute a rejection of such Offer.

Acceptance or Rejection of Bids. The Borrower may in its sole and absolute discretion, subject only to the provisions of this Section 1.9Section, irrevocably accept or reject, in whole or in part, reject any Offer contained in a Bid. No later than the later of 9:45 a.m. (Chicago time) or 30 minutes after receipt of telephonic notice of bids on the proposed Borrowing Auction Date, the Borrower shall give telephonic notice to the Administrative Agent of whether and to what extent it has decided to accept or reject any or all of the Offers contained in the Bids made in response to a the related Bid Loan Request, which notice shall be promptly confirmed by a telecopy telecopier or other form of facsimile communication to be received by the Administrative Agent on the proposed Borrowing Date; provided, however, that in the event any Offers are accepted (ia) the Borrower shall accept Offers for any of the Interest Periods maturities specified by the Borrower in its the related Bid Loan Request Confirmation solely on the basis of ascending interest rates for each such Interest Period for each Stated Rate Bid Loan or Eurodollar Bid Loan as the case may be for such Interest Period, (iib) if the Borrower declines to borrow borrow, or if it is restricted by any other condition hereof from borrowing, the maximum principal amount of Bid Loans in respect of which Offers at a particular interest rate for a particular Interest Period have been made, or is prevented from doing so by any other condition hereof, then the Borrower shall accept a pro rata portion of each such Offer, based as nearly as possible on the ratio of the maximum aggregate principal amounts of Bid Loans for which each such Offer was made by each Bank (provided that, if the available principal amount of Bid Loans to be so allocated is not sufficient to enable Bid Loans to be so allocated to each relevant Bank in integral multiples of $1,000,000, then the Borrower may round allocations up or down in integral multiples not less than $500,000 100,000 as it shall deem appropriate), (iiic) the aggregate principal amount of all Offers accepted by the Borrower shall not exceed the maximum amount contained in the related Bid Loan Request Confirmation, and (ivd) no Offer of a Bid Loan shall be accepted in a principal amount less than $5,000,0001,000,000 and thereafter in integral multiples of $500,000 (provided that such Offer may be rounded up or down as provided for in (b) above). Any telephonic telephone notice given by the Borrower pursuant to this Section 1.9 shall be irrevocable and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, any written confirmation of such notice. Failure of the Borrower to accept an Offer in accordance with the provisions of this Section 1.9 shall constitute a rejection of such Offer.

Acceptance or Rejection of Bids. The Borrower Company (acting on behalf of the relevant Borrower) may in its sole and absolute discretion, subject only to the provisions of this Section 1.9Section, irrevocably accept or reject, in whole or in part, any Offer contained in a Bid. No later than 9:45 a.m. (Chicago time) on the proposed Borrowing Date, the Borrower The Company shall give telephonic telecopy notice to the Administrative Agent of whether and to what extent it has decided to accept or reject any or all of the Offers contained in the Bids made in response to a Bid Loan Request, which notice shall be promptly confirmed by a telecopy or other form of facsimile communication Request to be received by the Administrative Agent by no later than (i) 10:30 a.m. (Chicago time) on the proposed Borrowing Date, in the case of Stated Rate Bid Loans or (ii) 10:00 a.m. (Chicago time) three Business Days before the proposed Borrowing Date, in the case of Eurocurrency Bid Loans; provided, however, that in the event any Offers are accepted (iA) the Borrower Company shall accept Offers offers for any of the Interest Periods particular maturity specified by the Borrower Company in its the Bid Loan Request Confirmation solely on the basis of ascending interest rates for each such Interest PeriodPeriod for a particular currency, (iiB) if the Borrower Company declines to borrow borrow, or if such Borrower is restricted by any other condition hereof from borrowing, the maximum principal amount of Bid Loans in respect of for which Offers at a particular interest rate for a particular Interest Period have been made, or is prevented from doing so by any other condition hereof, then the Borrower Company shall accept a pro rata portion of each such Offer, based as nearly as possible on the ratio of the maximum aggregate principal amounts of Bid Loans for which each such Offer was made by each Bank (provided that, if the available principal amount of Bid Loans to be so allocated is not sufficient to enable Bid Loans to be so allocated to each relevant Bank in integral multiples of not less than an Original Dollar Amount of $1,000,000, then the Borrower Administrative Agent may round allocations up or down in integral multiples not less than $500,000 of 100,000 units of the relevant currency as it shall deem appropriate), (iiiC) the aggregate principal amount of all Offers accepted by the Borrower Company shall not exceed the maximum amount contained in the related Bid Loan Request Confirmation, and (ivD) subject to clause (B) above no Offer of a Bid Loan shall be accepted in a principal amount less than an Original Dollar Amount of $5,000,000. Any telephonic notice given by 3,000,000 and thereafter in integral multiples of 100,000 units of the Borrower pursuant to this Section 1.9 relevant currency and (E) no offer of a Bid Loan shall be irrevocable accepted if, at the time thereof or after giving effect thereto, (x) the aggregate principal amount of all outstanding Loans (whether Committed Loans, Swing Line Loans or Bid Loans) and shall not be altered, modified, L/C Obligations would exceed the Revolving Credit Commitments then in effect or (y) the aggregate amount of Bid Loans would exceed the Bid Loan Limit then in any other manner affected by any inconsistent terms contained in, or terms missing from, any written confirmation of such notice. Failure of the Borrower to accept an Offer in accordance with the provisions of this Section 1.9 shall constitute a rejection of such Offereffect.

Acceptance or Rejection of Bids. The Borrower who request such Offers may in its sole and absolute discretion, subject only to the provisions of this Section 1.93.4, irrevocably accept or reject, in whole or in part, any Offer contained in a Bid. No later than 9:45 10:30 a.m. (Chicago time) on the proposed Borrowing Date, the such Borrower shall give telephonic notice to the Agent of whether and to what extent it has decided to accept or reject any or all of the Offers contained in the Bids made in response to a Bid Loan Request, which notice shall be promptly confirmed by a telecopy or other form of facsimile communication to be received by the Agent on the proposed Borrowing Date; provided, however, that in the event any Offers are accepted (i) the such Borrower shall accept Offers for any of the Interest Periods specified by the such Borrower in its Bid Loan Request Confirmation solely on the basis of ascending interest rates for each such Interest Period, (ii) if the such Borrower accepts an Offer for a Bid Loan at a particular interest rate for a particular Interest Period but declines to borrow borrow, or is in such event restricted by any other condition hereof from borrowing, the maximum principal amount of Bid Loans in respect of which Offers at a such particular interest rate for a such particular Interest Period have been made, or is prevented from doing so by any other condition hereof, then the such Borrower shall accept a pro rata portion of each such OfferOffer at such rate and for such Interest Period, based as nearly as possible on the ratio of the maximum aggregate principal amounts of Bid Loans for which each such Offer was made by each Bank (provided that, if the available principal amount of Bid Loans to be so allocated is not sufficient to enable Bid Loans to be so allocated to each relevant Bank in integral multiples of $1,000,000, then the such Borrower may round allocations up or down in integral multiples not less than $500,000 as it shall deem appropriate), (iii) the aggregate principal amount of all Offers accepted by the such Borrower shall not exceed the maximum amount contained in the related Bid Loan Request Confirmation, and (iv) no Offer of a Bid Loan shall be accepted in a principal amount less than $5,000,0002,000,000, except as provided in the immediately preceding clause (ii) and (v) no Offer shall be accepted if after giving effect to the Bid Loans to be made pursuant to such Offer the Bid Loans then outstanding would exceed the lesser of the unused Revolving Commitments or the Bid Loan Limit. Any telephonic telephone notice given by the such Borrower pursuant to this Section 1.9 3.4 shall be irrevocable and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, any written confirmation of such notice. Failure of the Borrower to accept an Offer in accordance with the provisions of this Section 1.9 shall constitute a rejection of such Offer.

Acceptance or Rejection of Bids. The Borrower Company may in its sole and absolute discretion, subject only to the provisions of this Section 1.9Section, irrevocably accept or reject, in whole or in part, any Offer contained Competitive Bid referred to in a BidSection 2.4 above. No later than 9:45 a.m. (A.M., Chicago time) , on the proposed Borrowing Date, the Borrower Company shall give telephonic notice to the Agent of whether and to what extent it has decided to accept or reject any or all of the Offers contained Competitive Bids referred to in the Bids made in response to a Bid Loan RequestSection 2.4 above, which notice shall be promptly confirmed by in a telecopy or other form of facsimile communication writing to be received by the Agent on the proposed Borrowing Date; provided, however, that (x) no bid shall be accepted for a Bid Loan in the event any Offers are accepted a minimum principal amount of less than $2,000,000, (iy) the Borrower Company shall accept Offers for any of the Interest Periods specified by the Borrower in its Bid Loan Request Confirmation bids solely on the basis of ascending interest rates Yields for each such Interest Period, (iiz) if the Borrower Company declines to borrow borrow, or it is restricted by other conditions hereof from borrowing, the maximum principal amount of Bid Loans in respect of which Offers bids at a particular interest rate for a particular Interest Period such Yield have been made, or is prevented from doing so by any other condition hereof, then the Borrower Company shall accept a pro rata portion of each such Offerbid made at the same Yield, based as nearly as possible on the ratio of the maximum aggregate principal amounts of Bid Loans for which each such Offer bid was made by each Bank (provided that, that if the available principal amount of Bid Loans to be so allocated is not sufficient to enable Bid Loans to be so allocated to each relevant such Bank in integral multiples of $1,000,000, then the Borrower may Company shall select which Banks will be allocated such Bid Loans and will round allocations up or down in integral multiples not less than to the next higher or lower multiple of $500,000 1,000,000 as it shall deem appropriateappropriate but in no event shall any Bid Loan be allocated in a principal amount of less than $2,000,000), and (iiiw) the aggregate principal amount of all Offers Competitive Bids accepted by the Borrower Company shall not exceed the maximum amount contained in the related Confirmation of Competitive Bid Loan Request Confirmation, and (iv) no Offer of a Bid Loan shall be accepted in a principal amount less than $5,000,000Request. Any telephonic A notice given by the Borrower Company pursuant to this Section 1.9 2.5 shall be irrevocable and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, any written confirmation of such notice. Failure of the Borrower to accept an Offer in accordance with the provisions of this Section 1.9 shall constitute a rejection of such Offer.

Acceptance or Rejection of Bids. The Borrower Company may in its sole and absolute discretion, subject only to the provisions of this Section 1.9Section, irrevocably accept or reject, in whole or in part, any Offer contained Competitive Bid referred to in a BidSection 2.4 above. No later than 9:45 a.m. (A.M., Chicago time) , on the proposed Borrowing Date, the Borrower Company shall give telephonic notice to the Agent of whether and to what extent it has decided to accept or reject any or all of the Offers contained Competitive Bids referred to in the Bids made in response to a Bid Loan RequestSection 2.4 above, which notice shall be promptly confirmed by in a telecopy or other form of facsimile communication writing to be received by the Agent on the proposed Borrowing Date; provided, however, that (x) no bid shall be accepted for a Bid Loan in the event any Offers are accepted a minimum principal amount of less than $3,000,000, (iy) the Borrower Company shall accept Offers for any of the Interest Periods specified by the Borrower in its Bid Loan Request Confirmation bids solely on the basis of ascending interest rates Yields for each such Interest Period, (iiz) if the Borrower Company declines to borrow borrow, or it is restricted by other conditions hereof from borrowing, the maximum principal amount of Bid Loans in respect of which Offers bids at a particular interest rate for a particular Interest Period such Yield have been made, or is prevented from doing so by any other condition hereof, then the Borrower Company shall accept a pro rata portion of each such Offerbid made at the same Yield, based as nearly as possible on the ratio of the maximum aggregate principal amounts of Bid Loans for which each such Offer bid was made by each Bank (provided that, that if the available principal amount of Bid Loans to be so allocated is not sufficient to enable Bid Loans to be so allocated to each relevant such Bank in integral multiples of $1,000,000, then the Borrower may Company shall select which Banks will be allocated such Bid Loans and will round allocations up or down in integral multiples not less than to the next higher or lower multiple of $500,000 1,000,000 as it shall deem appropriateappropriate but in no event shall any Bid Loan be allocated in a principal amount of less than $3,000,000), and (iiiw) the aggregate principal amount of all Offers Competitive Bids accepted by the Borrower Company shall not exceed the maximum amount contained in the related Confirmation of Competitive Bid Loan Request Confirmation, and (iv) no Offer of a Bid Loan shall be accepted in a principal amount less than $5,000,000Request. Any telephonic A notice given by the Borrower Company pursuant to this Section 1.9 2.5 shall be irrevocable and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, any written confirmation of such notice. Failure of the Borrower to accept an Offer in accordance with the provisions of this Section 1.9 shall constitute a rejection of such Offer.

Acceptance or Rejection of Bids. The Borrower Company may in its sole and absolute discretion, subject only to the provisions of this Section 1.9Section, irrevocably accept or reject, in whole or in part, reject any Offer contained in a Bid. No later than the later of 9:45 a.m. (Chicago time) or 30 minutes after receipt of telephonic notice of bids on the proposed Borrowing Auction Date, the Borrower Company shall give telephonic notice to the Administrative Agent of whether and to what extent it has decided to accept or reject any or all of the Offers contained in the Bids made in response to a the related Bid Loan Request, which notice shall be promptly confirmed by a telecopy telecopier or other form of facsimile communication to be received by the Administrative Agent on the proposed Borrowing Date; provided, however, that in the event any Offers are accepted (ia) the Borrower Company shall accept Offers for any of the Interest Periods maturities specified by the Borrower Company in its the related Bid Loan Request Confirmation solely on the basis of ascending interest rates for each such Interest Period for each Stated Rate Bid Loan or Eurodollar Bid Loan as the case may be for such Interest Period, (iib) if the Borrower Company declines to borrow borrow, or if it is restricted by any other condition hereof from borrowing, the maximum principal amount of Bid Loans in respect of which Offers at a particular interest rate for a particular Interest Period have been made, or is prevented from doing so by any other condition hereof, then the Borrower Company shall accept a pro rata portion of each such Offer, based as nearly as possible on the ratio of the maximum aggregate principal amounts of Bid Loans for which each such Offer was made by each Bank (provided that, if the available principal amount of Bid Loans to be so allocated is not sufficient to enable Bid Loans to be so allocated to each relevant Bank in integral multiples of $1,000,000, then the Borrower Company may round allocations up or down in integral multiples not less than $500,000 100,000 as it shall deem appropriate), (iiic) the aggregate principal amount of all Offers accepted by the Borrower Company shall not exceed the maximum amount contained in the related Bid Loan Request Confirmation, and (ivd) no Offer of a Bid Loan shall be accepted in a principal amount less than $5,000,0001,000,000 and thereafter in integral multiples of $500,000 (provided that such Offer may be rounded up or down as provided for in (b) above). Any telephonic telephone notice given by the Borrower Company pursuant to this Section 1.9 shall be irrevocable and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, any written confirmation of such notice. Failure of the Borrower to accept an Offer in accordance with the provisions of this Section 1.9 shall constitute a rejection of such Offer.

Acceptance or Rejection of Bids. The relevant Borrower may in its sole and absolute discretion, subject only to the provisions of this Section 1.93.4, irrevocably accept or reject, in whole or in part, any Offer contained in a Bid. No later than 9:45 10:30 a.m. (Chicago time) on the proposed Borrowing Date, the relevant Borrower shall give telephonic notice to the Agent of whether and to what extent it has decided to accept or reject any or all of the Offers contained in the Bids made in response to a Bid Loan Request, which notice shall be promptly confirmed by a telecopy or other form of facsimile communication to be received by the Agent on the proposed Borrowing Date; provided, however, that in the event any Offers are accepted (i) the relevant Borrower shall accept Offers for any of the Interest Periods specified by the such Borrower in its Bid Loan Request Confirmation solely on the basis of ascending interest rates for each such Interest Period, (ii) if the such Borrower declines to borrow the maximum principal amount of Bid Loans in respect of which Offers at a particular interest rate for a particular Interest Period have been made, or is prevented from doing so by any other condition hereof, then the such Borrower shall accept a pro rata portion of each such Offer, based as nearly as possible on the ratio of the maximum aggregate principal amounts of Bid Loans for which each such Offer was made by each Bank (provided that, if the available principal amount of Bid Loans to be so allocated is not sufficient to enable Bid Loans to be so allocated to each relevant Bank in integral multiples of $1,000,000, then the Borrower may round allocations up or down in integral multiples not less than $500,000 as it shall deem appropriate), (iii) the aggregate principal amount of all Offers accepted by the such Borrower shall not exceed the maximum amount contained in the related Bid Loan Request Confirmation, and (iv) no Offer of a Bid Loan shall be accepted in a principal amount less than $5,000,000. Any telephonic telephone notice given by the relevant Borrower pursuant to this Section 1.9 3.4 shall be irrevocable and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, any written confirmation of such notice. Failure of by the relevant Borrower to accept an Offer offer in accordance with the provisions of this Section 1.9 3.4 shall constitute a rejection of such Offer.

Acceptance or Rejection of Bids. The Borrower Company may in its sole and absolute discretion, subject only to the provisions of this Section 1.9Section, irrevocably accept or reject, in whole or in part, any Offer contained in a Bid. No later than 9:45 a.m. 11:00 A.M. (Chicago New York time) on the proposed Borrowing Date), the Borrower Company shall give telephonic telecopy notice to the Administrative Agent of whether and to what extent it has decided to accept or reject any or all of the Offers contained in the Bids made in response to a Bid Loan Request, which notice shall be promptly confirmed by a telecopy or other form of facsimile communication Request to be received by the Administrative Agent (i) on the proposed Borrowing DateDate in the case of Stated Rate Bid Loans and three Business Days prior to the proposed Borrowing Date in the case of Eurodollar Bid Loans; provided, however, that in the event any Offers are accepted (iA) the Borrower Company shall accept Offers offers for any of the Interest Periods maturities specified by the Borrower Company in its Bid Loan Request Confirmation solely on the basis of ascending interest rates for each such Interest Period, (iiB) if the Borrower Company declines to borrow borrow, or if it is restricted by any other condition hereof from borrowing, the maximum principal amount of Bid Loans in respect of which Offers at a particular interest rate for a particular Interest Period have been made, or is prevented from doing so by any other condition hereof, then the Borrower Company shall accept a pro rata portion of each such Offer, based as nearly as possible on the ratio of the maximum aggregate principal amounts of Bid Loans for which each such Offer was made by each Bank (provided that, if the available principal amount of Bid Loans to be so allocated is not sufficient to enable Bid Loans to be so allocated to each relevant Bank in integral multiples of $1,000,000, then the Borrower Administrative Agent may round allocations up or down in integral multiples not less than $500,000 100,000 as it shall deem appropriate), (iiiC) the aggregate principal amount of all Offers accepted by the Borrower Company shall not exceed the maximum amount contained in the related Bid Loan Request Confirmation, and (ivD) no Offer of a Bid Loan shall be accepted in a principal amount less than $10,000,000 and thereafter in integral multiples of $5,000,000. Any telephonic notice given by the Borrower pursuant to this Section 1.9 shall be irrevocable and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, any written confirmation of such notice. Failure of the Borrower to accept an Offer in accordance with the provisions of this Section 1.9 shall constitute a rejection of such Offer.

Acceptance or Rejection of Bids. The Borrower who requests such Offers may in its sole and absolute discretion, subject only to the provisions of this Section 1.93.4, irrevocably accept or reject, in whole or in part, any Offer contained in a Bid. No later than 9:45 10:30 a.m. (Chicago time) on the proposed Borrowing Date, the Borrower Company (acting on behalf of such Borrower) shall give telephonic notice to the Agent of whether and to what extent it has decided to accept or reject any or all of the Offers contained in the Bids made in response to a Bid Loan Request, which notice shall be promptly confirmed by a telecopy or other form of facsimile communication to be received by the Agent on the proposed Borrowing Date; provided, however, that in the event any Offers are accepted (i) the such Borrower shall accept Offers for any of the Interest Periods specified by the such Borrower in its Bid Loan Request Confirmation solely on the basis of ascending interest rates for each such Interest Period, (ii) if the such Borrower accepts an Offer for a Bid Loan at a particular interest rate for a particular Interest Period but declines to borrow borrow, or is in such event restricted by any other condition hereof from borrowing, the maximum principal amount of Bid Loans in respect of which Offers at a such particular interest rate for a such particular Interest Period have been made, or is prevented from doing so by any other condition hereof, then the such Borrower shall accept a pro rata portion of each such OfferOffer at such rate and for such Interest Period, based as nearly as possible on the ratio of the maximum aggregate principal amounts of Bid Loans for which each such Offer was made by each Bank (provided that, if the available principal amount of Bid Loans to be so allocated is not sufficient to enable Bid Loans to be so allocated to each relevant Bank in integral multiples of $1,000,000, then the such Borrower may round allocations up or down in integral multiples not less than $500,000 as it shall deem appropriate), (iii) the aggregate principal amount of all Offers accepted by the such Borrower shall not exceed the maximum amount contained in the related Bid Loan Request Confirmation, and (iv) no Offer of a Bid Loan shall be accepted in a principal amount less than $5,000,0002,000,000, except as provided in the immediately preceding clause (ii) and (v) no Offer shall be accepted if after giving effect to the Bid Loans to be made pursuant to such Offer the Bid Loans then outstanding would exceed the lesser of the unused Commitments or the Bid Loan Limit. Any telephonic telephone notice given by the Borrower Company (acting on behalf of such Borrower) pursuant to this Section 1.9 3.4 shall be irrevocable and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, any written confirmation of such notice. Failure of the Borrower to accept an Offer in accordance with the provisions of this Section 1.9 shall constitute a rejection of such Offer.

Acceptance or Rejection of Bids. The Borrower may in its sole and absolute discretion, subject only to the provisions of this Section 1.92.4, irrevocably accept or reject, in whole or in part, any Offer contained in a Bid. No later than 9:45 a.m. (Chicago time) on the proposed Borrowing Date, the The Borrower shall give telephonic notice to the Administrative Agent of whether and to what extent it has decided to accept or reject any or all of the Offers contained in the Bids made in response to a Bid Loan RequestRequest to be received by the Administrative Agent by no later than 10:30 a.m. (Chicago time) (i) on the proposed Borrowing Date, in the case of Stated Rate Bid Loans or (ii) three (3) Business Days before the proposed Borrowing Date, in the case of Eurodollar Bid Loans, which notice shall be promptly confirmed by a telecopy or other form of facsimile communication to be received by the Agent on the proposed Borrowing Datecommunication; providedPROVIDED, howeverHOWEVER, that in the event any Offers are accepted (i) the Borrower shall accept Offers for any of the Interest Periods specified by the Borrower in its Bid Loan Request Confirmation solely on the basis of ascending interest rates or spreads, as the case may be, for each such Interest Period, (ii) if the Borrower accepts an Offer for a Bid Loan at a particular interest rate for a particular Interest Period but declines to borrow borrow, or is in such event restricted by any other condition hereof from borrowing, the maximum principal amount of Bid Loans in respect of which Offers at a such particular interest rate for a such particular Interest Period have been made, or is prevented from doing so by any other condition hereof, then the Borrower shall accept a pro rata PRO RATA portion of each such OfferOffer at such rate and for such Interest Period, based as nearly as possible on the ratio of the maximum aggregate principal amounts of Bid Loans for which each such Offer was made by each Bank (provided thatPROVIDED THAT, if the available principal amount of Bid Loans to be so allocated is not sufficient to enable Bid Loans to be so allocated to each relevant Bank in integral multiples of $1,000,000, then the Borrower Administrative Agent may round allocations up or down in integral multiples not less than $500,000 as it shall deem appropriate), (iii) the aggregate principal amount of all Offers accepted by the Borrower shall not exceed the maximum amount contained in the related Bid Loan Request Confirmation, and (iv) no Offer of a Bid Loan shall be accepted in a principal amount less than $5,000,0005,000,000 and thereafter in integral multiples of $1,000,000, except as provided in the immediately preceding clause (ii) and (v) no offer of a Bid Loan shall be accepted if, at the time thereof or after giving effect thereto, (x) the aggregate principal amount of all outstanding Loans (whether Committed Loans, Swing Loans or Bid Loans) and L/C Obligations would exceed the Commitments then in effect or (y) the aggregate amount of Bid Loans would exceed the Bid Loan Limit then in effect. Any telephonic telephone notice given by the Borrower pursuant to this Section 1.9 2.4 shall be irrevocable and shall not be altered, modified, or in any other manner affected by any inconsistent terms contained in, or terms missing from, any written confirmation of such notice. Failure of the Borrower to accept an Offer in accordance with the provisions of this Section 1.9 shall constitute a rejection of such Offer.