Common use of LIBOR Provisions Clause in Contracts

LIBOR Provisions. A. In the event that, by reason of any Regulation, (i) Lenders incur Additional Costs based on or measured by the amount of (1) a category of deposits or other liabilities of Lenders which includes deposits by reference to which the LIBOR Based Rate is determined as provided in this Loan Agreement and/or (2) a category of extensions of credit or other assets of Lenders which includes loans, the interest on which is determined on the basis of rates referred to in the definition of “LIBOR Rate”, (ii) Lenders become subject to restrictions on the amount of such a category of liabilities or assets which it may hold, or (iii) it shall be unlawful or impractical for Lenders to make or maintain the Loans (or any portion thereof) at the LIBOR Based Rate, then at Administrative Agent’s option and election, Lenders’ obligation to make or maintain the Loans (or portions thereof) at the LIBOR Based Rate (and Borrower’s right to request the same) shall be suspended and Administrative Agent shall give notice thereof to Borrower and, upon the giving of such notice, interest payable hereunder at the LIBOR Based Rate shall be converted to the Base Rate, unless Lenders may lawfully continue to maintain the Loan (or any portion thereof) then bearing interest at the LIBOR Based Rate to the end of the current Interest Period(s), at which time the interest rate shall convert to the Base Rate. If subsequently Administrative Agent reasonably determines that such Regulation has ceased to be in effect, or has ceased to result in the circumstances described in clauses (i), (ii) and (iii) of this paragraph, then Administrative Agent will so advise Borrower and Borrower may convert the rate of interest payable hereunder with respect to those portions of the Principal Amount bearing interest at the Base Rate to a LIBOR Based Rate by submitting a LIBOR Request in respect thereof and otherwise complying with the provisions of this Agreement with respect thereto.

LIBOR Provisions. A. In the event that, by reason of any Regulation, (a) If (i) Lenders incur Additional Costs based on any requirement of law or measured by the amount of (1) a category of deposits any change therein, or other liabilities of Lenders which includes deposits by reference to which the LIBOR Based Rate is determined as provided in this Loan Agreement and/or (2) a category of extensions of credit or other assets of Lenders which includes loans, the interest on which is determined on the basis of rates referred to in the definition of “LIBOR Rate”interpretation or application thereof, (ii) Lenders become subject to restrictions on the amount of such a category of liabilities or assets which shall hereafter make it may hold, or (iii) it shall be unlawful or impractical for Lenders Lender in good faith to make or maintain the Loans Loan bearing interest at LIBOR (plus the applicable spread), or (ii) Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank Eurodollar market, U.S. dollar deposits, in an amount approximately equal to the outstanding principal balance of the Loan, are not generally available at such time in the interbank Eurodollar market or that adequate and reasonable means do not exist for ascertaining LIBOR for any portion thereof) at the LIBOR Based Rateparticular Interest Period, then (x) the obligation of Lender hereunder to make the Loan bearing interest at Administrative Agent’s option LIBOR (plus the applicable spread) shall be canceled forthwith and election(y) the Contract Rate shall (notwithstanding anything provided in Section 2.2 to the contrary) automatically convert to the Adjusted Rate commencing on the first day of the next succeeding Interest Period or within such earlier period as required by law. Borrower hereby agrees promptly to pay Lender, Lenders’ obligation upon demand, any additional amounts necessary to compensate Lender for any reasonable third party costs incurred by Lender in making any conversion in accordance with this Agreement, including any interest or fees payable by Lender to lenders of funds obtained by it in order to make or maintain the Loans (or portions thereof) at Loan. Upon written demand from Borrower, Lender shall demonstrate in reasonable detail the LIBOR Based circumstances giving rise to Lender’s determination and the calculation substantiating the Adjusted Rate (and any additional costs incurred by Lender in making the conversion, which, upon written notice thereof from Lender, as certified to Borrower’s right to request the same) , shall be suspended conclusive absent manifest error. In the event Lender shall determine in its good faith (which determination shall be conclusive and Administrative Agent shall give notice thereof to Borrower andbinding upon Borrower) that the aforesaid circumstances no longer exist, upon the giving of such notice, interest payable hereunder at the LIBOR Based Contract Rate shall be converted back to LIBOR plus the Base Rate, unless Lenders may lawfully continue to maintain applicable spread (determined as provided in Section 2.2(a)) commencing on the Loan (or any portion thereof) then bearing interest at the LIBOR Based Rate to the end first day of the current Interest Period(s), Period which occurs at which time the interest rate shall convert to the Base Rate. If subsequently Administrative Agent reasonably determines that least three (3) days after such Regulation has ceased to be in effect, or has ceased to result in the circumstances described in clauses (i), (ii) and (iii) of this paragraph, then Administrative Agent will so advise Borrower and Borrower may convert the rate of interest payable hereunder with respect to those portions of the Principal Amount bearing interest at the Base Rate to a LIBOR Based Rate determination by submitting a LIBOR Request in respect thereof and otherwise complying with the provisions of this Agreement with respect theretoLender.

LIBOR Provisions. A. In the event thatIf Lessor shall determine (which determination shall, by reason of any Regulationupon notice thereof to Lessee, be conclusive and binding on Lessee) that (i) Lenders incur Additional Costs the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for Lessor to maintain the Lease as a LIBOR based obligation, (ii) LIBOR cannot be determined in accordance with the definition thereof or (iii) LIBOR for any Payment Period will not adequately reflect the costs to Lessor of maintaining the Lease for such Payment Period, then, on notice thereof and demand therefor by Lessor to Lessee, the Applicable Rate shall automatically convert into the Base Rate plus the Margin until such time as Lessor shall notify Lessee that Lessor has determined that the circumstances no longer exist; provided, however, that with respect to the determination described in clause (iii), notwithstanding anything to the contrary in the foregoing, Lessor shall not give such notice to Lessee unless Lessor shall have made a similar determination with respect to its other leases and loans provided to its customers generally and shall have given or measured by be giving similar notices to such other customers generally. In all other events, the Applicable Rate shall be LIBOR plus the Margin. As additional Rent hereunder, Lessee agrees to reimburse Lessor for any increase in the cost to Lessor of, or any reduction in the amount of any sum receivable by Lessor in respect of maintaining the Lease based upon LIBOR (1) a category including, without limitation, any imposition or effectiveness of deposits or other liabilities of Lenders which includes deposits by reference to which the LIBOR Based Rate is determined as provided in this Loan Agreement and/or (2) a category of extensions of credit or other assets of Lenders which includes loans, the interest on which is determined on the basis of rates referred to reserve requirements but excluding any costs resulting from reserve requirements taken into account in the definition of “LIBOR Rate”LIBOR) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other governmental authority. Lessor shall promptly notify Lessee in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount of Rent required fully to compensate Lessor for such increased cost or reduced amount. Lessee shall pay such additional amounts of Rent directly to Lessor promptly (and, in any event, within three business days of receipt of such notice), and such notice shall, in the absence of manifest error, be conclusive and binding on Lessee. In the event of (i) the payment or prepayment of any Rent other than on the Payment Date applicable thereto (including as a result of an Event of Default) or (ii) Lenders become subject the failure by Lessee to restrictions purchase the Equipment on the date specified in any applicable notice, then, in any such event, Lessee shall compensate Lessor within three business days after written demand from Lessor for any loss, cost or expense attributable to such event. Such demand notice shall, in the absence of manifest error, be conclusive and binding on Lessee. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other governmental authority affects or would affect the amount of such a category of liabilities capital required or assets which it may hold, or (iii) it shall expected to be unlawful or impractical for Lenders to make or maintain the Loans (maintained by Lessor or any portion thereof) at the LIBOR Based Rateperson controlling Lessor, then at Administrative Agent’s option and election, Lenders’ obligation to make or maintain the Loans (or portions thereof) at the LIBOR Based Rate (and Borrower’s right to request the same) shall be suspended and Administrative Agent shall give notice thereof to Borrower and, upon the giving of such notice, interest payable hereunder at the LIBOR Based Rate shall be converted to the Base Rate, unless Lenders may lawfully continue to maintain the Loan (or any portion thereof) then bearing interest at the LIBOR Based Rate to the end of the current Interest Period(s), at which time the interest rate shall convert to the Base Rate. If subsequently Administrative Agent reasonably Lessor determines that such Regulation has ceased to be in effect, or has ceased to result in the circumstances described in clauses (i), (ii) and (iii) of this paragraph, then Administrative Agent will so advise Borrower and Borrower may convert the rate of interest payable hereunder with respect return on its or such controlling person’s capital as a consequence of its making or maintaining the Lease as to those portions which this Lease Schedule is part is reduced to a level below that which Lessor or such controlling person could have achieved but for the occurrence of any such circumstance, then, in any such case upon notice from time to time by Lessor to Lessee, Lessee shall immediately pay directly to Lessor, as additional Rent hereunder, additional amounts sufficient to compensate Lessor or such controlling person for such reduction in rate of return. A statement of Lessor as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on Lessee. In determining such amount, Lessor may use any method of averaging and attribution that it shall deem applicable. This authorization shall be a continuing authorization and shall remain in full force and effect until such time as Lessor receives written notification from the undersigned (sent to Lessor in the manner and at the address as set forth in the Master Lease) that this authorization has been terminated. Lease Schedule (Security Lease) Rvsd 5/26/10 7/29/2010 12:31:22 PM The parties hereto have caused this Lease Schedule to be duly executed as of the Principal Amount bearing interest at the Base Rate to a LIBOR Based Rate by submitting a LIBOR Request in respect thereof and otherwise complying with the provisions of this Agreement with respect thereto.date first written above. LESSOR: LESSEE: RBS ASSET FINANCE, INC. CYBEX INTERNATIONAL, INC. By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxx Xxxxxxx Name: Xxxxxx X. Xxxxx, Xx. Title: Vice-President Title: President ORIGINAL No. OF [EXECUTION PAGE OF LEASE SCHEDULE NO.001]