Common use of Action Upon Request of the Borrower Clause in Contracts

Action Upon Request of the Borrower. If any of the events described in Sections 5.2, 5.3, 5.4 or 5.5 cause the Borrower to be required to pay to any one of the Lenders other than the Agent, costs associated with the LIBOR Rate Advances which are materially disproportionate to such costs required to be paid to the other Lenders, the Borrower may send a written request to the Agent to seek the approval of the Required Lenders to require such Lender to assign all of its rights and obligations under this Agreement to another Person in accordance with Section 13.23. The Agent may refuse to honor any such request for any reason in its sole discretion, including without limitation, the Agent's inability to identify another Person willing to be the Assignee. If the Agent does honor any such request, the Agent shall send to all of the Lenders a written notice of its intent to honor such request, which notice shall identify the proposed assigning Lender and the proposed Assignee. If the Agent does not obtain the Required Lenders' written approval of any such proposed assignment within ten (10) Business Days after such written notice, the Required Lenders shall be conclusively deemed not to have consented to such request, and neither the Agent nor any of the other Lenders shall be required to take further action with respect thereto. If the Agent obtains the Required Lender's written approval of any such proposed assignment within ten (10) Business Days after such written notice, the Lender affected thereby shall promptly execute such agreements, instruments and documents and take such actions as may be necessary or appropriate to assign all of its rights and obligations under this Agreement to the proposed Assignee in accordance with Section 13.23. Under no circumstances, however, shall the Lender affected thereby be required to bear any of the costs or expenses associated with the proposed assignment, all of which costs and expenses shall be the sole responsibility of the Borrower, and the Lender affected thereby may defer compliance with its obligations under this Section 12.10 until the Borrower has deposited with such Lender such amount as such Lender reasonably believes will be sufficient to reimburse such Lender for such costs and expenses.

Action Upon Request of the Borrower. If (a) any of the events described in Sections 5.2, 5.3, 5.4 or 5.5 cause the Borrower to be required to pay to any one of the Lenders other than the Agent, costs associated with the LIBOR Rate Advances which are materially disproportionate to such costs required to be paid to the other LendersLenders (each a “Non-Proportionate Lender”), or (b) a Lender is a Defaulting Lender, then the Borrower or the Agent may elect to replace such Non-Proportionate Lender or Defaulting Lender, as the case may be, as a Lender party to this Agreement in accordance with and subject to the restrictions contained in, and consents required by Section 13.23; provided that (a) if such replacement is requested by the Borrower, the Borrower shall have received the prior written consent of the Agent, and (b) such Non-Proportionate Lender or Defaulting Lender, as the case may send a written request be, shall have received payment of an amount equal to the Agent to seek the approval of the Required Lenders to require such Lender to assign all outstanding principal amount of its rights Loans (including any Swing Line Loans) and obligations under this Agreement to another Person participations in accordance with Section 13.23. The Agent may refuse to honor any such request for any reason in its sole discretionSwing Line Loans and LC Obligations, including without limitationaccrued interest thereon, accrued fees and all other amounts payable hereunder, from the Agent's inability to identify another Person willing to be the Assignee. If the Agent does honor any such request, the Agent shall send to all of the Lenders a written notice of its intent to honor such request, which notice shall identify the proposed assigning Lender and the proposed Assignee. If the Agent does not obtain the Required Lenders' written approval of any such proposed assignment within ten assignee (10) Business Days after such written notice, the Required Lenders shall be conclusively deemed not to have consented to such request, and neither the Agent nor any of the other Lenders shall be required to take further action with respect thereto. If the Agent obtains the Required Lender's written approval of any such proposed assignment within ten (10) Business Days after such written notice, the Lender affected thereby shall promptly execute such agreements, instruments and documents and take such actions as may be necessary or appropriate to assign all of its rights and obligations under this Agreement to the proposed Assignee extent of such outstanding principal and accrued interest and fees) or the Borrower (in accordance with Section 13.23the case of all other amounts). Under Notwithstanding the foregoing, under no circumstances, however, circumstances shall the Lender affected thereby hereby be required to bear any of the costs or expenses associated with the proposed assignment, all of which costs and expenses shall be the sole responsibility of the BorrowerBorrower and the proposed assignee, and the Lender affected thereby hereby may defer compliance with its obligations under this Section 12.10 until the Borrower has deposited with such Lender such amount as such Lender reasonably believes will be sufficient to reimburse such Lender for such costs and expenses.

Action Upon Request of the Borrower. If any of the events described in Sections 5.2, 5.3, 5.4 or 5.5 cause the Borrower to be required to pay to any one of the Lenders other than the Agent, costs associated with the LIBOR Rate Advances Loans which are materially disproportionate to such costs required to be paid to the other Lenders, the Borrower may send a written request to the Agent to seek the approval of the Required Lenders to require such Lender to assign all of its rights and obligations under this Agreement to another Person in accordance with Section 13.23. The Agent may refuse to honor any such request for any reason in its sole discretion, including without limitation, the Agent's ’s inability to identify another Person willing to be the Assignee. If the Agent does honor any such request, the Agent shall send to all of the Lenders a written notice of its intent to honor such request, which notice shall identify the proposed assigning Lender and the proposed Assignee. If the Agent does not obtain the Required Lenders' ’ written approval of any such proposed assignment within ten (10) Business Days after such written notice, the Required Lenders shall be conclusively deemed not to have consented to such request, and neither the Agent nor any of the other Lenders shall be required to take further action with respect thereto. If the Agent obtains the Required Lender's ’s written approval of any such proposed assignment within ten (10) Business Days after such written notice, the Lender affected thereby shall promptly execute such agreements, instruments and documents and take such actions as may be necessary or appropriate to assign all of its rights and obligations under this Agreement to the proposed Assignee in accordance with Section 13.23. Under no circumstances, however, shall the Lender affected thereby be required to bear any of the costs or expenses associated with the proposed assignment, all of which costs and expenses shall be the sole responsibility of the Borrower, and the Lender affected thereby may defer compliance with its obligations under this Section 12.10 until the Borrower has deposited with such Lender such amount as such Lender reasonably believes will be sufficient to reimburse such Lender for such costs and expenses.

Action Upon Request of the Borrower. If any of the events described in Sections 5.2, 5.3, 5.4 or 5.5 cause the Borrower to be required to pay to any one of the Lenders other than the Agent, costs associated with the LIBOR Rate Advances which are materially disproportionate to such costs required to be paid to the other Lenders, the Borrower may send a written request to the Agent to seek the approval of the Required Lenders to require such Lender to assign all of its rights and obligations under this Agreement to another Person in accordance with Section 13.23. The Agent may refuse to honor any such request for any reason in its sole discretion, including without limitation, the Agent's inability to identify another Person willing to be the Assignee. If the Agent does honor any such request, the Agent shall send to all of the Lenders a written notice of its intent to honor such request, which notice shall identify the proposed assigning Lender and the proposed Assignee. If the Agent does not obtain the Required Lenders' written approval of any such proposed assignment within ten (10) Business Days after such written notice, the Required Lenders shall National Beef Packing Company Credit Agreement 68 be conclusively deemed not to have consented to such request, and neither the Agent nor any of the other Lenders shall be required to take further action with respect thereto. If the Agent obtains the Required Lender's written approval of any such proposed assignment within ten (10) Business Days after such written notice, the Lender affected thereby shall promptly execute such agreements, instruments and documents and take such actions as may be necessary or appropriate to assign all of its rights and obligations under this Agreement to the proposed Assignee in accordance with Section 13.23. Under no circumstances, however, shall the Lender affected thereby be required to bear any of the costs or expenses associated with the proposed assignment, all of which costs and expenses shall be the sole responsibility of the Borrower, and the Lender affected thereby may defer compliance with its obligations under this Section 12.10 until the Borrower has deposited with such Lender such amount as such Lender reasonably believes will be sufficient to reimburse such Lender for such costs and expenses.