Common use of LIBOR Rate Advances Clause in Contracts

LIBOR Rate Advances. With respect to any Borrowing consisting of a LIBOR Rate Advance, the Borrower Agent may, subject to the provisions of Section 2.3(d) and so long as all the conditions set forth in Article V have been fulfilled, elect to maintain such Borrowing or any portion thereof as a LIBOR Rate Advance by selecting a new Interest Period for such Borrowing, which new Interest Period shall commence on the last day of the Interest Period then ending. Each selection of a new Interest Period (a “Continuation”) shall be made by notice given not later than 2:00 p.m. (New York time) on the third Business Day prior to the date of any such Continuation by the Borrower Agent to the Agent. Such notice by the Borrower Agent of a Continuation shall be by telephone, confirmed immediately in writing (by electronic transmission or otherwise as permitted hereunder), substantially in the form of Exhibit C (a “Notice of Continuation/Conversion”), specifying whether the Advance subject to the requested Continuation comprises part (or all) of the Revolving Credit Loans and the requested (i) date of such Continuation, (ii) the new Interest Period and (iii) aggregate amount of the Advance subject to such Continuation, which shall comply with all limitations on Revolving Credit Loans hereunder. Unless, on or before 2:00 p.m. (New York time) of the third Business Day prior to the expiration of an Interest Period, the Agent shall have received a Notice of Continuation/Conversion from the Borrower Agent for the entire Borrowing consisting of the LIBOR Rate Advance outstanding during such Interest Period, any amount of such Advance comprising such Borrowing remaining outstanding at the end of such Interest Period (or any portion of such Advance not covered by a timely Notice of Continuation/Conversion) shall, upon the expiration of such Interest Period, be Converted to a Base Rate Advance.

LIBOR Rate Advances. With respect Anything in this Agreement to the contrary notwithstanding: (a) If any Borrowing consisting Lender shall notify the Agent that the introduction of a or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender to perform its obligations to make LIBOR Rate AdvanceAdvances or to fund or maintain LIBOR Rate Advances (whether or not such assertion carries the force of law), the obligation of such Lender to make, roll over or convert Loans into LIBOR Rate Advances shall be suspended until the Agent shall notify the Borrower Agent mayand such Lender that the circumstances causing such suspension no longer exist, subject and the existing LIBOR Rate Advances of such Lender shall automatically convert, on and as of the date of such notification, into Base Rate Advances; provided that each Lender represents and warrants to the provisions Borrower that as of the later of (i) the Closing Date or (ii) the date on which it shall have executed an Assignment and Acceptance pursuant to Section 2.3(d) and so long as all the conditions set forth in Article V have been fulfilled13.23(a), elect it has no actual knowledge that it would be unlawful for such Lender to maintain such Borrowing or any portion thereof as a make LIBOR Rate Advance by selecting a new Interest Period for such BorrowingAdvances as contemplated. (b) If the Required Lenders shall, which new Interest Period shall commence on the last day of the Interest Period then ending. Each selection of a new Interest Period (a “Continuation”) shall be made by notice given not later than 2:00 p.m. 11:00 a.m. (New York Denver time) on the third one Business Day prior to before the date of any such Continuation by the Borrower Agent to the Agent. Such notice by the Borrower Agent requested borrowing consisting of a Continuation shall be by telephoneLIBOR Rate Advances, confirmed immediately in writing (by electronic transmission or otherwise as permitted hereunder), substantially in the form of Exhibit C (a “Notice of Continuation/Conversion”), specifying whether the Advance subject to the requested Continuation comprises part (or all) of the Revolving Credit Loans and the requested (i) date of such Continuation, (ii) the new Interest Period and (iii) aggregate amount of the Advance subject to such Continuation, which shall comply with all limitations on Revolving Credit Loans hereunder. Unless, on or before 2:00 p.m. (New York time) of the third Business Day prior to the expiration of an Interest Period, notify the Agent shall have received a Notice of Continuation/Conversion from the Borrower Agent for the entire Borrowing consisting of that the LIBOR Rate Advance outstanding during such Interest Period, any amount of such Advance for LIBOR Rate Advances comprising such Borrowing remaining outstanding at borrowing will not adequately reflect the end cost to such Required Lenders of making or funding their respective LIBOR Rate Advances for such Interest Period (borrowing, the Borrower’s right to select LIBOR Rate Advances for such borrowing or any portion of subsequent borrowing respectively shall be suspended until the Required Lenders shall notify the Agent that the circumstances causing such Advance not covered by a timely Notice of Continuation/Conversion) shallsuspension no longer exist, upon and the expiration of Advances comprising such Interest Period, requested borrowing shall be Converted to a Base Rate AdvanceAdvances.

LIBOR Rate Advances. With respect to any Borrowing consisting of a LIBOR Rate Advance, the Borrower Agent may, subject to the provisions of Section 2.3(d2.03(d) and so long as all the conditions set forth in Article V have been fulfilled, elect to maintain such Borrowing or any portion thereof as a LIBOR Rate Advance by selecting a new Interest Period for such Borrowing, which new Interest Period shall commence on the last day of the Interest Period then ending. Each selection of a new Interest Period (a “Continuation”) shall be made by notice given not later than 2:00 p.m. 11:00 a.m. (New York time) on the third Business Day prior to the date of any such Continuation by the Borrower Agent to the Agent. Such notice by the Borrower Agent of a Continuation shall be by telephone, confirmed immediately in writing (by electronic transmission or otherwise as permitted hereunder), substantially in the form of Exhibit C (a “Notice of Continuation/Conversion”), specifying whether the Advance subject to the requested Continuation comprises part (or all) of the Revolving Credit Loans and the requested (i) date of such Continuation, (ii) the new Interest Period and (iii) aggregate amount of the Advance subject to such Continuation, which shall comply with all limitations on Revolving Credit Loans hereunder. Unless, on or before 2:00 p.m. 11:00 a.m. (New York time) of the third Business Day prior to the expiration of an Interest Period, the Agent shall have received a Notice of Continuation/Conversion from the Borrower Agent for the entire Borrowing consisting of the LIBOR Rate Advance outstanding during such Interest Period, any amount of such Advance comprising such Borrowing remaining outstanding at the end of such Interest Period (or any portion of such Advance not covered by a timely Notice of Continuation/Conversion) shall, upon the expiration of such Interest Period, be Converted to a Base Rate Advance.

LIBOR Rate Advances. With respect Anything in this Agreement to the contrary notwithstanding: (a) If any Borrowing consisting Lender shall notify the Agent that the introduction of a or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender to perform its obligations to make LIBOR Rate AdvanceAdvances or to fund or maintain LIBOR Rate Advances (whether or not such assertion carries the force of law), the obligation of such Lender to make, roll over or convert Loans into LIBOR Rate Advances shall be suspended until the Agent shall notify the Borrower Agent mayand such Lender that the circumstances causing such suspension no longer exist, subject and the existing LIBOR Rate Advances of such Lender shall automatically convert, on and as of the date of such notification, into Base Rate Advances; provided that each Lender represents and warrants to the provisions Borrower that as of the later of (i) the Closing Date or (ii) the date on which it shall have executed an Assignment and Acceptance pursuant to Section 2.3(d) and so long as all the conditions set forth in Article V have been fulfilled13.23(a), elect it has no actual knowledge that it would be unlawful for such Lender to maintain such Borrowing or any portion thereof as a make LIBOR Rate Advance by selecting a new Interest Period for such BorrowingAdvances as contemplated. (b) If the Required Lenders shall, which new Interest Period shall commence on the last day of the Interest Period then ending. Each selection of a new Interest Period (a “Continuation”) shall be made by notice given not later than 2:00 p.m. 11:00 a.m. (New York Denver time) on the third one Business Day prior to before the date of any such Continuation by the Borrower Agent to the Agent. Such notice by the Borrower Agent requested borrowing consisting of a Continuation shall be by telephoneLIBOR Rate Advances, confirmed immediately in writing (by electronic transmission or otherwise as permitted hereunder), substantially in the form of Exhibit C (a “Notice of Continuation/Conversion”), specifying whether the Advance subject to the requested Continuation comprises part (or all) of the Revolving Credit Loans and the requested (i) date of such Continuation, (ii) the new Interest Period and (iii) aggregate amount of the Advance subject to such Continuation, which shall comply with all limitations on Revolving Credit Loans hereunder. Unless, on or before 2:00 p.m. (New York time) of the third Business Day prior to the expiration of an Interest Period, notify the Agent shall have received a Notice of Continuation/Conversion from the Borrower Agent for the entire Borrowing consisting of that the LIBOR Rate Advance outstanding during such Interest Period, any amount of such Advance for LIBOR Rate Advances comprising such Borrowing remaining outstanding at borrowing will not adequately reflect the end cost to such Required Lenders of making or funding their respective LIBOR Rate Advances for such Interest Period (borrowing, the Borrower's right to select LIBOR Rate Advances for such borrowing or any portion of subsequent borrowing respectively shall be suspended until the Required Lenders shall notify the Agent that the circumstances causing such Advance not covered by a timely Notice of Continuation/Conversion) shallsuspension no longer exist, upon and the expiration of Advances comprising such Interest Period, requested borrowing shall be Converted to a Base Rate AdvanceAdvances.

LIBOR Rate Advances. With respect Anything in this Agreement to the contrary notwithstanding: (a) If any Borrowing consisting Lender shall notify the Agent that the introduction of a or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender to perform its obligations to make LIBOR Rate AdvanceAdvances or to fund or maintain LIBOR Rate Advances (whether or not such assertion carries the force of law), the obligation of National Beef Packing Company Credit Agreement 36 such Lender to make, roll over or convert Loans into LIBOR Rate Advances shall be suspended until the Agent shall notify the Borrower Agent mayand such Lender that the circumstances causing such suspension no longer exist, subject and the existing LIBOR Rate Advances of such Lender shall automatically convert, on and as of the date of such notification, into Base Rate Advances; provided that each Lender represents and warrants to the provisions Borrower that as of the later of (i) the Closing Date or (ii) the date on which it shall have executed an Assignment and Acceptance pursuant to Section 2.3(d) and so long as all the conditions set forth in Article V have been fulfilled13.23(a), elect it has no actual knowledge that it would be unlawful for such Lender to maintain such Borrowing or any portion thereof as a make LIBOR Rate Advance by selecting a new Interest Period for such BorrowingAdvances as contemplated. (b) If the Required Lenders shall, which new Interest Period shall commence on the last day of the Interest Period then ending. Each selection of a new Interest Period (a “Continuation”) shall be made by notice given not later than 2:00 p.m. 11:00 a.m. (New York Denver time) on the third one Business Day prior to before the date of any such Continuation by the Borrower Agent to the Agent. Such notice by the Borrower Agent requested borrowing consisting of a Continuation shall be by telephoneLIBOR Rate Advances, confirmed immediately in writing (by electronic transmission or otherwise as permitted hereunder), substantially in the form of Exhibit C (a “Notice of Continuation/Conversion”), specifying whether the Advance subject to the requested Continuation comprises part (or all) of the Revolving Credit Loans and the requested (i) date of such Continuation, (ii) the new Interest Period and (iii) aggregate amount of the Advance subject to such Continuation, which shall comply with all limitations on Revolving Credit Loans hereunder. Unless, on or before 2:00 p.m. (New York time) of the third Business Day prior to the expiration of an Interest Period, notify the Agent shall have received a Notice of Continuation/Conversion from the Borrower Agent for the entire Borrowing consisting of that the LIBOR Rate Advance outstanding during such Interest Period, any amount of such Advance for LIBOR Rate Advances comprising such Borrowing remaining outstanding at borrowing will not adequately reflect the end cost to such Required Lenders of making or funding their respective LIBOR Rate Advances for such Interest Period (borrowing, the Borrower's right to select LIBOR Rate Advances for such borrowing or any portion of subsequent borrowing respectively shall be suspended until the Required Lenders shall notify the Agent that the circumstances causing such Advance not covered by a timely Notice of Continuation/Conversion) shallsuspension no longer exist, upon and the expiration of Advances comprising such Interest Period, requested borrowing shall be Converted to a Base Rate AdvanceAdvances.

LIBOR Rate Advances. With respect Anything in this Agreement to the contrary notwithstanding: (a) If any Borrowing consisting Lender shall notify the Agent that the introduction of a or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender to perform its obligations to make LIBOR Rate AdvanceAdvances or to fund or maintain LIBOR Rate Advances (whether or not such assertion carries the force of law), the obligation of such Lender to make, rollover or convert Loans into LIBOR Rate Advances shall be suspended until the Agent shall notify the Borrower Agent mayand such Lender that the circumstances causing such suspension no longer exist, subject and the existing LIBOR Rate Advances of such Lender shall automatically convert, on and as of the date of such notification, into Base Rate Advances; provided that each Lender represents and warrants to the provisions Borrower that as of the later of (i) the Closing Date or (ii) the date on which it shall have executed an Assignment and Acceptance pursuant to Section 2.3(d) and so long as all the conditions set forth in Article V have been fulfilled13.23(a), elect it has no actual knowledge that it would be unlawful for such Lender to maintain such Borrowing or any portion thereof as a make LIBOR Rate Advance by selecting a new Interest Period for such BorrowingAdvances as contemplated. (b) If the Required Lenders shall, which new Interest Period shall commence on the last day of the Interest Period then ending. Each selection of a new Interest Period (a “Continuation”) shall be made by notice given not later than 2:00 p.m. 11:00 a.m. (New York Denver time) on the third one Business Day prior to before the date of any such Continuation by the Borrower Agent to the Agent. Such notice by the Borrower Agent requested borrowing consisting of a Continuation shall be by telephoneLIBOR Rate Advances, confirmed immediately in writing (by electronic transmission or otherwise as permitted hereunder), substantially in the form of Exhibit C (a “Notice of Continuation/Conversion”), specifying whether the Advance subject to the requested Continuation comprises part (or all) of the Revolving Credit Loans and the requested (i) date of such Continuation, (ii) the new Interest Period and (iii) aggregate amount of the Advance subject to such Continuation, which shall comply with all limitations on Revolving Credit Loans hereunder. Unless, on or before 2:00 p.m. (New York time) of the third Business Day prior to the expiration of an Interest Period, notify the Agent shall have received a Notice of Continuation/Conversion from the Borrower Agent for the entire Borrowing consisting of that the LIBOR Rate Advance outstanding during such Interest Period, any amount of such Advance for LIBOR Rate Advances comprising such Borrowing remaining outstanding at borrowing will not adequately reflect the end cost to such Required Lenders of making or funding their respective LIBOR Rate Advances for such Interest Period (borrowing, the Borrower's right to select LIBOR Rate Advances for such borrowing or any portion of subsequent borrowing respectively shall be suspended until the Required Lenders shall notify the Agent that the circumstances causing such Advance not covered by a timely Notice of Continuation/Conversion) shallsuspension no longer exist, upon and the expiration of Advances comprising such Interest Period, requested borrowing shall be Converted to a Base Rate AdvanceAdvances.

LIBOR Rate Advances. With respect (a) Upon at least three (3) Business Days' prior written notice to Administrative Agent ("Minimum Notice Requirement"), Borrower may through an Authorized Borrowing Officer, on any Borrowing consisting Interest Adjustment Date (other than the Termination Date), convert amounts of a any LIBOR Rate AdvanceAdvance into a Variable Rate Advance with interest accruing thereon, with reference to the applicable Variable Rate, as provided in Section 3.3 above. (b) Upon satisfaction by Borrower Agent mayof the Minimum Notice Requirement, and subject to the provisions conditions provided in this Agreement or the Notes, Borrower may through an Authorized Borrowing Officer, on any date prior to the Termination Date, convert amounts of Section 2.3(dnot less than Two Million and No/100 Dollars ($2,000,000.00) and so long as all in the conditions set forth in Article V have been fulfilled, elect to maintain such Borrowing aggregate on the same date (or any portion thereof as whole multiple of One Hundred Thousand and No/100 Dollars ($100,000.00) in excess thereof) of any Variable Rate Advances into a LIBOR Rate Advance by selecting a new Interest Period with interest accruing thereon with reference to the applicable Adjusted LIBOR Rate as provided in Section 3.3 above, for such Borrowing, which new Interest Period shall commence on the last day of the Interest Period then ending. Each selection of a new Interest Period selected in such notice. (a “Continuation”c) shall be To the extent Borrower has not made by notice given not later than 2:00 p.m. an effective election under and in accordance with subparagraphs (New York timea) on the third Business Day prior to the date of any such Continuation by the Borrower Agent to the Agent. Such notice by the Borrower Agent of a Continuation shall be by telephoneor (b) above (including, confirmed immediately in writing (by electronic transmission or otherwise as permitted hereunder)without limitation, substantially in the form of Exhibit C (a “Notice of Continuation/Conversion”), specifying whether the Advance subject to the requested Continuation comprises part (or all) of the Revolving Credit Loans and the requested (i) date of such Continuation, (ii) the new Interest Period and (iii) aggregate amount of the Advance subject to such Continuation, which shall comply with all limitations on Revolving Credit Loans hereunder. Unless, on or before 2:00 p.m. (New York time) of the third Business Day prior to at the expiration of an Interest Period), the Agent Applicable Rate shall be the rate specified pursuant to the provisions contained herein for Variable Rate Advances. If Borrower has failed to make such election at the end of an Interest Period, the Lenders shall be deemed to have received made a Notice of Continuation/Conversion from Variable Rate Advance in the Borrower Agent for the entire Borrowing consisting amount, and in replacement, of the LIBOR Rate Advance outstanding then maturing. Each notice of a LIBOR Rate election by Borrower must be given by an Authorized Borrowing Officer, must satisfy the Minimum Notice Requirement and shall include the following: (i) Borrower's election of the applicable Adjusted LIBOR Rate; (ii) Borrower's choice of an Interest Period during such Interest Period, any which the Adjusted LIBOR Rate will apply; (iii) Borrower's election of the effective date (the "Effective Date") on which the LIBOR Rate Advance shall be made; and (iv) the amount of such outstanding loan principal which for any LIBOR Rate Advance comprising such Borrowing remaining outstanding at the end of such Interest Period shall not be less than Two Million and No/100 Dollars ($2,000,000.00) (or any portion whole multiple of One Hundred Thousand and No/100 Dollars ($100,000.00) in excess thereof), to which the Adjusted LIBOR Rate shall apply. Borrower shall give notice of such Advance not covered by a timely Notice election to Administrative Agent on behalf of Continuation/Conversion) shall, upon the expiration of such Interest Period, be Converted to a Base Rate AdvanceLenders.

LIBOR Rate Advances. With respect (a) Upon at least three (3) Business Days' prior written notice from AMRESCO to Agent ("Minimum Notice Requirement"), Borrowers may, on any Borrowing consisting Interest Adjustment Date (other than the Termination Date), convert amounts of a any LIBOR Rate AdvanceAdvances into Variable Rate Advances with interest accruing thereon, with reference to the Borrower Agent mayVariable Rate, as provided in Section 3.3 above. (b) Upon satisfaction by AMRESCO of the Minimum Notice Requirement, and subject to the provisions conditions provided in this Agreement or the Notes, Borrowers may, on any date prior to the Termination Date, convert amounts of Section 2.3(dnot less than Five Million and No/100 Dollars ($5,000,000.00) and so long as all in the conditions set forth in Article V have been fulfilled, elect to maintain such Borrowing aggregate on the same date (or any portion thereof as a whole multiple of One Million and No/100 Dollars ($1,000,000.00) in excess thereof) of any Variable Rate Advances into LIBOR Rate Advance by selecting a new Interest Period Advances with interest accruing thereon with reference to the Adjusted LIBOR Rate as provided in Section 3.3 above, for such Borrowing, which new Interest Period shall commence on the last day of the Interest Period then ending. Each selection of a new Interest Period selected in such notice. (a “Continuation”c) shall be To the extent Borrowers have not made by notice given not later than 2:00 p.m. an effective election under and in accordance with subparagraphs (New York timea) on the third Business Day prior to the date of any such Continuation by the Borrower Agent to the Agent. Such notice by the Borrower Agent of a Continuation shall be by telephoneor (b) above (including, confirmed immediately in writing (by electronic transmission or otherwise as permitted hereunder)without limitation, substantially in the form of Exhibit C (a “Notice of Continuation/Conversion”), specifying whether the Advance subject to the requested Continuation comprises part (or all) of the Revolving Credit Loans and the requested (i) date of such Continuation, (ii) the new Interest Period and (iii) aggregate amount of the Advance subject to such Continuation, which shall comply with all limitations on Revolving Credit Loans hereunder. Unless, on or before 2:00 p.m. (New York time) of the third Business Day prior to at the expiration of an Interest Period), the Agent Applicable Rate shall be the rate specified pursuant to the provisions contained herein for Variable Rate Advances. If Borrowers have received failed to make such election at the end of an Interest Period, the Lenders shall be deemed to have made a Notice of Continuation/Conversion from Variable Rate Advance in the Borrower Agent for the entire Borrowing consisting amount, and in replacement, of the LIBOR Rate Advance outstanding then maturing. Each notice of LIBOR Rate election by Borrowers must satisfy the Minimum Notice Requirement and shall include the following: (i) Borrowers' election of the Adjusted LIBOR Rate; (ii) Borrowers' choice of an Interest Period during such Interest Period, any which the Adjusted LIBOR Rate will apply; (iii) Borrowers' election of the "Effective Date" (herein so called) on which the LIBOR Rate Advances shall begin; and (iv) the amount of such Advance comprising such Borrowing remaining outstanding at loan principal which for all LIBOR Rate Advances to be made on the end of such Interest Period same Effective Date shall not be less than Five Million and No/100 Dollars ($5,000,000.00) (or any portion whole multiple of One Million and No/100 Dollars ($1,000,000.00) in excess thereof), to which the Adjusted LIBOR Rate shall apply. AMRESCO shall make the above elections on behalf of all Borrowers and shall give notice of such Advance not covered by a timely Notice election to Agent on behalf of Continuation/Conversion) shall, upon the expiration of such Interest Period, be Converted to a Base Rate AdvanceLenders.