Common use of Manner of Rate Selection Clause in Contracts

Manner of Rate Selection. FFS acting on behalf of the Borrower shall notify the Bank (I) by 10:00 a.m. (Chicago time) at least three (3) Business Days prior to the date upon which it requests that any LIBOR Portion 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 be converted into a Domestic Rate Portion (each such notice to specify in each instance the amount thereof and the Interest Period selected therefor). If FFS fails to notify the 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 converted 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 or conversion of Portions under this Note shall be irrevocable. Such requests may be written or oral and the Bank is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person the Bank in good faith believes to be a person authorized to act on behalf of the Borrower hereunder, the Borrower hereby indemnifying the Bank from any liability or loss ensuing from so acting.

Manner of Rate Selection. FFS acting on behalf of the Borrower The Company shall notify the Bank (I) Administrative Agent by 10:00 a.m. 12:00 noon (Chicago time) at least three (3) Business Days prior to the date upon which it requests that any LIBOR Portion be created or that any part of the Domestic Base 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 be converted into a Domestic Rate Portion (each such notice to specify in each instance the amount thereof and the Interest Period selected therefor). If FFS fails to notify the 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 Administrative Agent shall promptly advise each Lender of each such LIBOR Portion shall automatically be converted into and added to the Domestic Rate Portion as of and on the last day of such Interest Periodnotice. 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 or conversion of Portions under this Note 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 Bank Administrative Agent is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person the Bank in good faith Administrative Agent reasonably believes to be a person authorized to act on behalf of the Borrower hereunderan Authorized Representative, the Borrower Company hereby indemnifying the Bank 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 be accompanied by any payments required to be paid to the Lenders under Section 3.6 hereof.

Manner of Rate Selection. FFS acting on behalf of the Borrower The Company shall notify the Bank (I) Administrative Agent by 10:00 a.m. 12:00 noon (Chicago time) at least three (3) 3 Business Days prior to the date upon which it requests that any LIBOR Portion be created or that any part of the Domestic Base 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 be converted into a Domestic Rate Portion (each such notice to specify in each instance the amount thereof and the Interest Period selected therefor). If FFS fails to notify the 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 Administrative Agent shall promptly advise each Lender of each such LIBOR Portion shall automatically be converted into and added to the Domestic Rate Portion as of and on the last day of such Interest Periodnotice. 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 or conversion of Portions under this Note 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 Bank Administrative Agent is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person the Bank in good faith Administrative Agent reasonably believes to be a person authorized to act on behalf of the Borrower hereunderan Authorized Representative, the Borrower Company hereby indemnifying the Bank 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 be accompanied by any payments required to be paid to the Lenders under Section 3.6 hereof.

Manner of Rate Selection. FFS acting on behalf of the The Borrower shall notify the Bank by (Ii) by 10:00 11:00 a.m. (Chicago time) at least three (3) 3 Business Days prior to the date upon which it the Borrower requests that any LIBOR Portion be created or that any part of the Domestic Rate Portion or any part of an Offered Rate Portion be converted into a LIBOR Portion, Portion and (itii) by 10:00 11:00 a.m. (Chicago time) on at least 1 Business Day prior to the date upon which it the Borrower requests that any Domestic Offered Rate Portion be created or that any part of the Domestic Rate Portion or any part of a LIBOR Portion be converted into a Domestic an Offered Rate Portion (each such notice to specify in each instance the amount thereof and the Interest Period selected therefor). If FFS fails to notify the 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 converted 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 Fixed Rate 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 or and conversion of Portions under this Note Agreement shall be irrevocable. Such requests may be written or oral and the Bank is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person the Bank in good faith believes to be a person authorized to act on behalf an Authorized Representative without the need of the Borrower hereunderindependent investigation, the Borrower hereby indemnifying the Bank from any liability or loss ensuing from so acting.

Manner of Rate Selection. FFS acting on behalf of the Borrower The Company shall notify the Bank (I) by 10:00 Agent on or before 11:00 a.m. (Chicago Milwaukee time) at least three (3) Business Days (a) prior to the date upon which it requests that any LIBOR Portion be created or that any part of the Domestic Rate Portion be converted into a LIBOR Portion, and (itb) 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 be converted into a Domestic Rate Portion (each such notice to specify in each instance the amount thereof and the Interest Period selected therefor). If FFS fails to notify the 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 or whether any part of the Domestic Rate Portion is to be converted into a LIBOR Portion. In either case the Company shall notify the Agent of the amount of the LIBOR Portion to be created, converted or continued and the new Interest Period selected therefore 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 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 immediately available funds, such Bank'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 or conversion of Portions under this Note Agreement shall be irrevocable. Such requests may be written or oral and the Bank Agent is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person the Bank in good faith believes to be identifying themselves as a person who the Agent's records reflect is authorized to act on behalf of the Borrower Company hereunder, the Borrower Company hereby indemnifying indemnifies the Bank Agent and the Banks from any liability or loss ensuing from the Agent so acting.

Manner of Rate Selection. FFS acting on behalf of the Borrower shall notify the Bank (Ii) by 10:00 a.m. (Chicago time) at least three (3) Business Days prior to the date upon which it requests that any LIBOR Portion be created or that any part of the Domestic Rate Portion be converted into a LIBOR Portion, and (itii) 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 be converted into a Domestic Rate Portion (each such notice to specify in each instance the amount thereof and the Interest Period selected therefor). If FFS fails to notify the Bank on or before 10:00 a.m. (Chicago time) on the third Business Day preceding the end of an Interest 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 therefor, such LIBOR Portion shall automatically be converted 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 or conversion of Portions under this Note shall be irrevocable. Such requests may be written or oral and the Bank is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person the Bank in good faith believes to be a person authorized to act on behalf of the Borrower hereunder, the Borrower hereby indemnifying the Bank from any liability or loss ensuing from so acting.

Manner of Rate Selection. FFS acting on behalf of the Borrower The Company shall notify the Bank (I) Agent by 10:00 11:00 a.m. (Chicago time) at least three (3) 3 Business Days prior to the date upon which it the Company requests that any LIBOR Portion 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 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 (each be converted into a LIBOR Portion denominated in an Alternative Currency. Each such notice to shall specify in each instance the amount thereof 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). If FFS fails to notify therefor and the 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 currency in which such LIBOR Portion is to continue as a LIBOR Portion and the new Interest Period selected therefore such LIBOR Portion shall automatically be converted into and added to the Domestic Rate Portion as of and on the last day of such Interest Perioddenominated. 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 or and conversion of Portions under this Note Agreement shall be irrevocable. Such requests may be written or oral and the Bank Agent is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person the Bank Agent in good faith believes to be a person authorized to act on behalf an Authorized Representative without the necessity of the Borrower hereunderindependent investigation, the Borrower Company hereby indemnifying the Bank 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. FFS acting on behalf of the Borrower The Company shall notify the Bank (I) Agent by 10:00 11:00 a.m. (Chicago time) at least three (3) 3 Business Days prior to the date upon which it the Company requests that any LIBOR Portion 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 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 (each be converted into a LIBOR Portion denominated in an Alternative Currency. Each such notice to shall specify in each instance the amount thereof 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). If FFS fails to notify therefor and the 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 currency in which such LIBOR Portion is to continue as a LIBOR Portion and the new Interest Period selected therefore such LIBOR Portion shall automatically be converted into and added to the Domestic Rate Portion as of and on the last day of such Interest Perioddenominated. 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 or and conversion of Portions under this Note Agreement shall be irrevocable. Such requests may be written or oral and the Bank Agent is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person the Bank Agent in good faith believes to be a person authorized to act on behalf of the Borrower hereunder, the Borrower hereby indemnifying the Bank from any liability or loss ensuing from so acting.an Authorized Representative without the