Common use of Manner of Rate Selection Clause in Contracts

Manner of Rate Selection. The Company shall notify the Agent by 11:00 a.m. (Chicago time) at least 3 Business Days prior to the date upon which the Company requests that any LIBOR Portion denominated in U.S. Dollars be created or that any part of a LIBOR Portion otherwise denominated or any part of a Domestic Rate Portion be converted into a LIBOR Portion denominated in U.S. Dollars and (iii) by 12:00 Noon (Chicago time) at least 4 Business Days prior to the date upon which the Company requests that any LIBOR Portion denominated in an Alternative Currency be created or that any part of a LIBOR Portion otherwise denominated or any part of a Domestic Rate Portion be converted into a LIBOR Portion denominated in an Alternative Currency. Each such notice shall specify in each instance the amount of the Portion being created or converted and in the case of the creation of or conversion into any LIBOR Portion, the Interest Period selected therefor and the currency in which such Portion is to be denominated. If any request is made to convert a LIBOR Portion into another type of Portion available hereunder, such conversion shall only be made so as to become effective as of the last day of the Interest Period applicable thereto. All requests for the creation, continuance and conversion of Portions under this Agreement shall be irrevocable. Such requests may be written or oral and the Agent is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person the Agent in good faith believes to be an Authorized Representative without the necessity of independent investigation, the Company hereby indemnifying the Agent and the Lenders from any liability or loss ensuing from so acting. The Agent shall give prompt notice to the Lenders of any notice it receives pursuant to this Section and will give prompt notice to each Lender of the Overnight Foreign Currency Rate as soon as it is set. The Agent shall determine the interest rate applicable to each LIBOR Portion and the Original Dollar Amount of such Portions denominated in an Alternative Currency, and a reasonable determination thereof by the Agent shall be conclusive and binding except in the case of manifest error or willful misconduct. The Original Dollar Amount of each LIBOR Portion denominated in an Alternative Currency shall be determined or redetermined, as applicable, effective as of the first day of each Interest Period applicable to such Portion. The Agent shall give notice to the Company and each Lender of the interest rate applicable to each LIBOR Portion and, if such LIBOR Portion is denominated in an Alternative Currency, shall give notice to the Company and each Lender of the Original Dollar Amount thereof.

Manner of Rate Selection. The Company FFS acting on behalf of the Borrower shall notify the Agent Bank (i) by 11:00 10:00 a.m. (Chicago time) at least 3 three (3) Business Days prior to the date upon which the Company it requests that any LIBOR Portion denominated in U.S. Dollars be created or that any part of the Domestic Rate Portion be converted into a LIBOR Portion, and (ii) by 10:00 a.m. (Chicago time) on the date upon which it requests that any Domestic Rate Portion be created or that any part of a LIBOR Portion otherwise denominated or any part of be converted into a Domestic Rate Portion be converted into a LIBOR Portion denominated in U.S. Dollars and (iii) by 12:00 Noon (Chicago time) at least 4 Business Days prior to the date upon which the Company requests that any LIBOR Portion denominated in an Alternative Currency be created or that any part of a LIBOR Portion otherwise denominated or any part of a Domestic Rate Portion be converted into a LIBOR Portion denominated in an Alternative Currency. Each each such notice shall to specify in each instance the amount of the Portion being created or converted thereof and in the case of the creation of or conversion into any LIBOR Portion, the Interest Period selected therefor and therefor). If FFS fails to notify the currency in which Bank on or before 10:00 a.m. (Chicago time) on the third Business Day preceding the end of an interest Period applicable to a LIBOR Portion whether such LIBOR Portion is to continue as a LIBOR Portion and the new Interest Period selected therefor, such LIBOR Portion shall automatically be denominatedconverted into and added to the Domestic Rate Portion as of and on the last day of such Interest Period. If any request is made to convert a LIBOR Portion into another type of Portion available hereunder, such conversion shall only be made so as to become effective as of the last day of the Interest Period applicable thereto. All requests for the creation, continuance and or conversion of Portions under this Agreement Note shall be irrevocable. Such requests may be written or oral and the Agent Bank is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person the Agent Bank in good faith believes to be an Authorized Representative without a person authorized to act on behalf of the necessity of independent investigationBorrower hereunder, the Company Borrower hereby indemnifying the Agent and the Lenders Bank from any liability or loss ensuing from so acting. The Agent shall give prompt notice to the Lenders of any notice it receives pursuant to this Section and will give prompt notice to each Lender of the Overnight Foreign Currency Rate as soon as it is set. The Agent shall determine the interest rate applicable to each LIBOR Portion and the Original Dollar Amount of such Portions denominated in an Alternative Currency, and a reasonable determination thereof by the Agent shall be conclusive and binding except in the case of manifest error or willful misconduct. The Original Dollar Amount of each LIBOR Portion denominated in an Alternative Currency shall be determined or redetermined, as applicable, effective as of the first day of each Interest Period applicable to such Portion. The Agent shall give notice to the Company and each Lender of the interest rate applicable to each LIBOR Portion and, if such LIBOR Portion is denominated in an Alternative Currency, shall give notice to the Company and each Lender of the Original Dollar Amount thereof.

Manner of Rate Selection. The Each Loan shall initially constitute part of the Domestic Rate Portion of the Note except to the extent the Company (which is acting on behalf of the Borrowers pursuant to Section 1.3 hereof) has otherwise timely elected otherwise as hereinafter set forth. In the event the relevant Borrower desires a Eurocurrency Portion be created, continued or converted, the Company (which is acting on behalf of the Borrowers pursuant to Section 1.3 hereof) shall notify the Agent Bank by 11:00 a.m. (Chicago time) at least 3 three (3) Business Days prior to the date upon which the Company relevant Borrower requests that any LIBOR Eurocurrency Portion denominated in U.S. Dollars be created or that any part of a LIBOR Portion otherwise denominated or any part of a the Domestic Rate Portion be converted into a LIBOR Portion denominated in U.S. Dollars and (iii) by 12:00 Noon (Chicago time) at least 4 Business Days prior to the date upon which the Company requests that any LIBOR Portion denominated in an Alternative Currency be created or that any part of a LIBOR Portion otherwise denominated or any part of a Domestic Rate Portion be converted into a LIBOR Portion denominated in an Alternative CurrencyEurocurrency Portion. Each such notice shall specify in each instance the amount of the Portion being created or converted and in the case of the creation of or conversion into any LIBOR Eurocurrency Portion, the Interest Period selected therefor and in the case of the creation of or conversion into any Eurocurrency Portion, the currency in which such Portion is to be denominated. If any request is made to convert a LIBOR Eurocurrency Portion into another type of Portion available hereunder, such conversion shall only be made so as to become effective as of the last day of the Interest Period applicable thereto. All requests for the creation, continuance and conversion of Portions under this Agreement shall be irrevocable. Such requests may be written or oral and the Agent Bank is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person the Agent Bank in good faith believes to be an Authorized Representative without the necessity of independent investigation, the Company Borrowers hereby jointly and severally indemnifying the Agent and the Lenders Bank from any liability or loss ensuing from so acting. The Agent shall give prompt notice to the Lenders of any notice it receives pursuant to this Section and will give prompt notice to each Lender of the Overnight Foreign Currency Rate as soon as it is set. The Agent shall determine the interest rate applicable to each LIBOR Portion and the Original Dollar Amount of such Portions denominated in an Alternative Currency, and a reasonable determination thereof by the Agent shall be conclusive and binding except in the case of manifest error or willful misconduct. The Original Dollar Amount of each LIBOR Portion denominated in an Alternative Currency shall be determined or redetermined, as applicable, effective as of the first day of each Interest Period applicable to such Portion. The Agent shall give notice to the Company and each Lender of the interest rate applicable to each LIBOR Portion and, if such LIBOR Portion is denominated in an Alternative Currency, shall give notice to the Company and each Lender of the Original Dollar Amount thereof.

Manner of Rate Selection. The Company FFS acting on behalf of the Borrower shall notify the Agent Bank (I) by 11:00 10:00 a.m. (Chicago time) at least 3 three (3) Business Days prior to the date upon which the Company it requests that any LIBOR Portion denominated in U.S. Dollars be created or that any part of the Domestic Rate Portion be converted into a LIBOR Portion, and (it) by 10:00 a.m. (Chicago time) on the date upon which it requests that any Domestic Rate Portion be created or that any part of a LIBOR Portion otherwise denominated or any part of be converted into a Domestic Rate Portion be converted into a LIBOR Portion denominated in U.S. Dollars and (iii) by 12:00 Noon (Chicago time) at least 4 Business Days prior to the date upon which the Company requests that any LIBOR Portion denominated in an Alternative Currency be created or that any part of a LIBOR Portion otherwise denominated or any part of a Domestic Rate Portion be converted into a LIBOR Portion denominated in an Alternative Currency. Each each such notice shall to specify in each instance the amount of the Portion being created or converted thereof and in the case of the creation of or conversion into any LIBOR Portion, the Interest Period selected therefor and therefor). If FFS fails to notify the currency in which Bank on or before 10:00 a.m. (Chicago time) on the third Business Day preceding the end of an Interest Period applicable to a LIBOR Portion whether such LIBOR Portion is to continue as a LIBOR Portion and the new Interest Period selected therefore such LIBOR Portion shall automatically be denominatedconverted into and added to the Domestic Rate Portion as of and on the last day of such Interest Period. If any request is made to convert a LIBOR Portion into another type of Portion available hereunder, such conversion shall only be made so as to become effective as of the last day of the Interest Period applicable thereto. All requests for the creation, continuance and or conversion of Portions under this Agreement Note shall be irrevocable. Such requests may be written or oral and the Agent Bank is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person the Agent Bank in good faith believes to be an Authorized Representative without a person authorized to act on behalf of the necessity of independent investigationBorrower hereunder, the Company Borrower hereby indemnifying the Agent and the Lenders Bank from any liability or loss ensuing from so acting. The Agent shall give prompt notice to the Lenders of any notice it receives pursuant to this Section and will give prompt notice to each Lender of the Overnight Foreign Currency Rate as soon as it is set. The Agent shall determine the interest rate applicable to each LIBOR Portion and the Original Dollar Amount of such Portions denominated in an Alternative Currency, and a reasonable determination thereof by the Agent shall be conclusive and binding except in the case of manifest error or willful misconduct. The Original Dollar Amount of each LIBOR Portion denominated in an Alternative Currency shall be determined or redetermined, as applicable, effective as of the first day of each Interest Period applicable to such Portion. The Agent shall give notice to the Company and each Lender of the interest rate applicable to each LIBOR Portion and, if such LIBOR Portion is denominated in an Alternative Currency, shall give notice to the Company and each Lender of the Original Dollar Amount thereof.

Manner of Rate Selection. The Company shall notify the Administrative Agent by 11:00 a.m. 12:00 noon (Chicago time) at least 3 Business Days prior to the date upon which the Company it requests that any LIBOR Portion denominated in U.S. Dollars be created or that any part of a LIBOR Portion otherwise denominated or any part of a Domestic the Base Rate Portion be converted into a LIBOR Portion denominated in U.S. Dollars and (iii) by 12:00 Noon (Chicago time) at least 4 Business Days prior to the date upon which the Company requests that any LIBOR Portion denominated in an Alternative Currency be created or that any part of a LIBOR Portion otherwise denominated or any part of a Domestic Rate Portion be converted into a LIBOR Portion denominated in an Alternative Currency. Each such notice shall to specify in each instance the amount of the Portion being created or converted thereof and in the case of the creation of or conversion into any LIBOR Portion, the Interest Period selected therefor therefor) and the currency in which Administrative Agent shall promptly advise each Lender of each such Portion is to be denominatednotice. If any request is made to convert a LIBOR Portion into another type of Portion available hereunderthe Base Rate Portion, such conversion shall only be made so as to become effective as of the last day of the Interest Period applicable thereto. All requests for the creation, continuance and or conversion of Portions under this Agreement shall be irrevocable. Such requests may be written or oral telephonic (provided that if such notice is given by telephone, the Company shall promptly confirm such notice to the Administrative Agent in writing), and the Administrative Agent is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person the Administrative Agent in good faith reasonably believes to be an Authorized Representative without the necessity of independent investigationRepresentative, the Company hereby indemnifying the Administrative Agent and the Lenders from any liability or loss ensuing from so acting. The Company acknowledges that, in connection with acknowledgment agreements entered into pursuant to Section 4.10 hereof and Assignment Agreements entered into pursuant to Section 12.12(a) hereof entered into at any time prior to the earlier of (i) 30 days after the close of the primary syndication as reasonably determined and established by the Administrative Agent and (ii) six (6) months after the date hereof, any LIBOR Portions which are required to be prepaid by the Administrative Agent in connection therewith (in order for Loans and credit risks with respect to Letters of Credit then outstanding to be shared ratably by the Lenders in accordance with their adjusted Commitments) shall give prompt notice be accompanied by any payments required to be paid to the Lenders of any notice it receives pursuant to this under Section and will give prompt notice to each Lender of the Overnight Foreign Currency Rate as soon as it is set. The Agent shall determine the interest rate applicable to each LIBOR Portion and the Original Dollar Amount of such Portions denominated in an Alternative Currency, and a reasonable determination thereof by the Agent shall be conclusive and binding except in the case of manifest error or willful misconduct. The Original Dollar Amount of each LIBOR Portion denominated in an Alternative Currency shall be determined or redetermined, as applicable, effective as of the first day of each Interest Period applicable to such Portion. The Agent shall give notice to the Company and each Lender of the interest rate applicable to each LIBOR Portion and, if such LIBOR Portion is denominated in an Alternative Currency, shall give notice to the Company and each Lender of the Original Dollar Amount thereof3.6 hereof.

Manner of Rate Selection. The Company shall notify the Agent by on or before 11:00 a.m. (Chicago Milwaukee time) at least 3 three (3) Business Days (a) prior to the date upon which the Company it requests that any LIBOR Portion denominated in U.S. Dollars be created or that (b) preceding the end of an Interest Period applicable to a LIBOR Portion whether such LIBOR Portion is to continue as a LIBOR Portion or whether any part of a LIBOR Portion otherwise denominated or any part of a the Domestic Rate Portion is to be converted into a LIBOR Portion denominated in U.S. Dollars and (iii) by 12:00 Noon (Chicago time) at least 4 Business Days prior to the date upon which Portion. In either case the Company requests that any LIBOR Portion denominated in an Alternative Currency be created or that any part shall notify the Agent of a LIBOR Portion otherwise denominated or any part of a Domestic Rate Portion be converted into a LIBOR Portion denominated in an Alternative Currency. Each such notice shall specify in each instance the amount of the LIBOR Portion being created to be created, converted or converted continued and in the case of the creation of or conversion into any LIBOR Portion, the Interest Period selected therefor for such LIBOR Portion. If the Company shall fail to notify the Agent of any continuation of a LIBOR Portion, such LIBOR Portion shall automatically be converted into and added to the currency Domestic Rate Portion as of and on the last day of such Interest Period. Upon receipt of any such notice, the Agent shall promptly notify the Banks thereof. If any request is made to create a LIBOR Portion, not later than 1:00 p.m. (Milwaukee time) on the date of the funding of the LIBOR Portion, each Bank shall make available to the Agent at its office, in which immediately available funds, such Portion is to be denominatedBank's Percentage of such LIBOR Portion. If any request is made to convert a LIBOR Portion into another type of Portion available hereundera Domestic Rate Portion, such conversion shall only be made so as to become effective as of the last day of the Interest Period applicable thereto. Anything contained herein to the contrary notwithstanding, the obligation of the Agent and the Banks to create, continue or effect by conversion any LIBOR Portion shall be conditioned upon the fact that at the time no Default or Event of Default shall have occurred and be continuing. All requests for the creation, continuance and or conversion of Portions under this Agreement shall be irrevocable. Such requests may be written or oral and the Agent is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person identifying themselves as a person who the Agent in good faith believes Agent's records reflect is authorized to be an Authorized Representative without act on behalf of the necessity of independent investigationCompany hereunder, the Company hereby indemnifying indemnifies the Agent and the Lenders Banks from any liability or loss ensuing from the Agent so acting. The Agent shall give prompt notice to the Lenders of any notice it receives pursuant to this Section and will give prompt notice to each Lender of the Overnight Foreign Currency Rate as soon as it is set. The Agent shall determine the interest rate applicable to each LIBOR Portion and the Original Dollar Amount of such Portions denominated in an Alternative Currency, and a reasonable determination thereof by the Agent shall be conclusive and binding except in the case of manifest error or willful misconduct. The Original Dollar Amount of each LIBOR Portion denominated in an Alternative Currency shall be determined or redetermined, as applicable, effective as of the first day of each Interest Period applicable to such Portion. The Agent shall give notice to the Company and each Lender of the interest rate applicable to each LIBOR Portion and, if such LIBOR Portion is denominated in an Alternative Currency, shall give notice to the Company and each Lender of the Original Dollar Amount thereof.

Manner of Rate Selection. The Company shall notify the Administrative Agent by 11:00 a.m. 12:00 noon (Chicago time) at least 3 three (3) Business Days prior to the date upon which the Company it requests that any LIBOR Portion denominated in U.S. Dollars be created or that any part of a LIBOR Portion otherwise denominated or any part of a Domestic the Base Rate Portion be converted into a LIBOR Portion denominated in U.S. Dollars and (iii) by 12:00 Noon (Chicago time) at least 4 Business Days prior to the date upon which the Company requests that any LIBOR Portion denominated in an Alternative Currency be created or that any part of a LIBOR Portion otherwise denominated or any part of a Domestic Rate Portion be converted into a LIBOR Portion denominated in an Alternative Currency. Each such notice shall to specify in each instance the amount of the Portion being created or converted thereof and in the case of the creation of or conversion into any LIBOR Portion, the Interest Period selected therefor therefor) and the currency in which Administrative Agent shall promptly advise each Lender of each such Portion is to be denominatednotice. If any request is made to convert a LIBOR Portion into another type of Portion available hereunderthe Base Rate Portion, such conversion shall only be made so as to become effective as of the last day of the Interest Period applicable thereto. All requests for the creation, continuance and or conversion of Portions under this Agreement shall be irrevocable. Such requests may be written or oral telephonic (provided that if such notice is given by telephone, the Company shall promptly confirm such notice to the Administrative Agent in writing), and the Administrative Agent is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person the Administrative Agent in good faith reasonably believes to be an Authorized Representative without the necessity of independent investigationRepresentative, the Company hereby indemnifying the Administrative Agent and the Lenders from any liability or loss ensuing from so acting. The Company acknowledges that, in connection with acknowledgment agreements entered into pursuant to Section 4.11 hereof and Assignment Agreements entered into pursuant to Section 12.12(a) hereof entered into at any time prior to the earlier of (i) 30 days after the close of the primary syndication as reasonably determined and established by the Administrative Agent and (ii) six (6) months after the date hereof, any LIBOR Portions which are required to be prepaid by the Administrative Agent in connection therewith (in order for Loans and credit risks with respect to Letters of Credit then outstanding to be shared ratably by the Lenders in accordance with their adjusted Commitments) shall give prompt notice be accompanied by any payments required to be paid to the Lenders of any notice it receives pursuant to this under Section and will give prompt notice to each Lender of the Overnight Foreign Currency Rate as soon as it is set. The Agent shall determine the interest rate applicable to each LIBOR Portion and the Original Dollar Amount of such Portions denominated in an Alternative Currency, and a reasonable determination thereof by the Agent shall be conclusive and binding except in the case of manifest error or willful misconduct. The Original Dollar Amount of each LIBOR Portion denominated in an Alternative Currency shall be determined or redetermined, as applicable, effective as of the first day of each Interest Period applicable to such Portion. The Agent shall give notice to the Company and each Lender of the interest rate applicable to each LIBOR Portion and, if such LIBOR Portion is denominated in an Alternative Currency, shall give notice to the Company and each Lender of the Original Dollar Amount thereof3.6 hereof.