Common use of Special LIBOR Provisions Clause in Contracts

Special LIBOR Provisions. (a) If BOK shall reasonably determine (which determination shall, upon notice thereof to Borrower, be conclusive and binding upon Borrower and BOK) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental authority having jurisdiction asserts that it is unlawful, for BOK to fund, continue or maintain any LIBOR Tranche, the obligation of BOK to fund, continue or maintain any such LIBOR Tranche shall, upon such determination, forthwith be suspended until BOK shall notify Borrower that the circumstances causing such suspension no longer exist, and all LIBOR Tranches shall automatically be converted into the Alternate Base Rate Portion at the end of the then-current LIBOR Interest Periods with respect thereto or sooner, if required by such law or assertion. (b) If BOK shall reasonably determine that: (1) U.S. Dollar deposits in the relevant amount and for the relevant LIBOR Interest Period are not available to BOK in its relevant market; or (2) By reason of circumstances affecting BOK’s relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBOR Tranches; then, upon notice from BOK to Borrower, the obligation of BOK to include any portion of the Loan in a LIBOR Tranche shall forthwith be suspended until BOK shall notify Borrower that the circumstances causing such suspension no longer exist. (c) Borrower agrees to reimburse BOK for any increase in the cost to BOK of, or any reduction in the amount of any sum receivable by BOK in respect of, funding, continuing or maintaining (or of its obligation to fund, continue or maintain) any LIBOR Tranche; provided that the foregoing shall not apply to increases resulting from general increases in interest rates or general increases in BOK’s administrative expenses or overhead costs. BOK shall promptly notify Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate BOK for such increased cost or reduced amount. Such additional amount shall be due and payable by Borrower to BOK within fifteen days of Borrower’s receipt of such notice, and such notice shall, in the absence of clear error, be conclusive and binding on Borrower. (d) In the event BOK shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by BOK to fund, continue or maintain any portion of the principal amount of any LIBOR Tranche) as a result of: (1) Any conversion, repayment or prepayment (whether voluntary or mandatory) of the principal amount of any LIBOR Tranche on a date other than the scheduled last day of the LIBOR Interest Period applicable thereto; or (2) Any requested LIBOR Tranche not being funded as a LIBOR Tranche in accordance with the provisions of this Agreement or the Interest Rate Election therefor; then, upon the written notice by BOK to Borrower, Borrower shall, within fifteen days of receipt thereof, pay BOK such amount as will (in the reasonable determination of BOK) reimburse BOK for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of clear error, be conclusive and binding upon Borrower.

Special LIBOR Provisions. (a) If BOK BOTW shall reasonably determine (which determination shall, upon notice thereof to BorrowerBorrowers, be conclusive and binding upon Borrower Borrowers and BOKBOTW) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental authority having jurisdiction asserts that it is unlawful, for BOK BOTW to fund, continue or maintain any LIBOR Tranche, the obligation of BOK BOTW to fund, continue or maintain any such LIBOR Tranche shall, upon such determination, forthwith be suspended until BOK BOTW shall notify Borrower Borrowers that the circumstances causing such suspension no longer exist, and all LIBOR Tranches shall automatically be converted into the Alternate Base Prime Rate Portion at the end of the then-current LIBOR Interest Periods with respect thereto or sooner, if required by such law or assertion. (b) If BOK BOTW shall reasonably determine that: (1) U.S. Dollar deposits in the relevant amount and for the relevant LIBOR Interest Period are not available to BOK BOTW in its relevant market; or (2) By reason of circumstances affecting BOKBOTW’s relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBOR Tranches; then, upon notice from BOK BOTW to BorrowerBorrowers, the obligation of BOK BOTW to include any portion of the Loan in a LIBOR Tranche shall forthwith be suspended until BOK BOTW shall notify Borrower Borrowers that the circumstances causing such suspension no longer exist. (c) Borrower agrees Borrowers agree to reimburse BOK BOTW for any increase in the cost to BOK BOTW of, or any reduction in the amount of any sum receivable by BOK BOTW in respect of, funding, continuing or maintaining (or of its obligation to fund, continue or maintain) any LIBOR Tranche; provided that the foregoing shall not apply to increases resulting from general increases in interest rates or general increases in BOKBOTW’s administrative expenses or overhead costs. BOK BOTW shall promptly notify Borrower Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate BOK BOTW for such increased cost or reduced amount. Such additional amount shall be due and payable by Borrower Borrowers to BOK BOTW within fifteen days of Borrower’s Borrowers’ receipt of such notice, and such notice shall, in the absence of clear manifest error, be conclusive and binding on BorrowerBorrowers. (d) In the event BOK BOTW shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by BOK BOTW to fund, continue or maintain any portion of the principal amount of any LIBOR Tranche) as a result of: (1) Any conversion, repayment or prepayment (whether voluntary or mandatory) of the principal amount of any LIBOR Tranche on a date other than the scheduled last day of the LIBOR Interest Period applicable thereto; or (2) Any requested LIBOR Tranche not being funded as a LIBOR Tranche in accordance with the provisions of this Agreement or the Interest Rate Election therefor; then, upon the written notice by BOK BOTW to BorrowerBorrowers, Borrower Borrowers shall, within fifteen days of receipt thereof, pay BOK BOTW such amount as will (in the reasonable determination of BOKBOTW) reimburse BOK BOTW for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of clear manifest error, be conclusive and binding upon BorrowerBorrowers.

Special LIBOR Provisions. (a) If BOK any Lender shall reasonably determine (which determination shall, upon notice thereof to Borrower, be conclusive and binding upon Borrower and BOK) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental authority having jurisdiction asserts that it is unlawful, for BOK such Lender to fund, continue or maintain any LIBOR Tranche, the obligation of BOK such Lender to fund, continue or maintain any such LIBOR Tranche shall, upon such determination, forthwith be suspended until BOK such Lender shall notify Borrower Borrowers that the circumstances causing such suspension no longer exist, and all LIBOR Tranches shall automatically be converted into the Alternate Base Rate Portion at the end of the then-current LIBOR Interest Periods with respect thereto or sooner, if required by such law or assertion. (b) If BOK Agent shall reasonably determine that: (1) U.S. Dollar deposits in the relevant amount and for the relevant LIBOR Interest Period are not available to BOK in its relevant marketavailable; or (2) By reason of circumstances affecting BOKAgent’s relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBOR Tranches; then, upon notice from BOK Agent to BorrowerBorrowers, the obligation of BOK Lenders to include any portion of the Loan Loans in a LIBOR Tranche shall forthwith be suspended until BOK Agent shall notify Borrower Borrowers that the circumstances causing such suspension no longer exist. (c) Borrower agrees Borrowers agree to reimburse BOK any Lender for any increase in the cost (other than Taxes, which are covered by Section 3.7), to BOK such Lender of, or any reduction in the amount of any sum receivable by BOK such Lender in respect of, funding, continuing or maintaining (or of its obligation to fund, continue or maintain) any LIBOR Tranche; provided that Tranche as a result of any change in, or in the foregoing shall not apply to increases resulting from general increases in interest rates interpretation of, any law, rule, regulation or general increases in BOK’s administrative expenses other governmental enactment or overhead costspolicy, by any central bank or other governmental authority. BOK Such Lender shall promptly notify Borrower Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate BOK fully such Lender for such increased cost or reduced amount. Such additional amount shall be due and payable by Borrower Borrowers to BOK such Lender within fifteen days of Borrower’s Borrowers’ receipt of such notice, and such notice shall, shall be prima facie evidence of such increase in the absence cost or reduction of clear error, be conclusive and binding on Borroweramount receivable. (d) In the event BOK any Lender shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by BOK such Lender to fund, continue or maintain any portion of the principal amount of any LIBOR Tranche) as a result of: (1) Any conversion, repayment or prepayment (whether voluntary or mandatory) of the principal amount of any LIBOR Tranche on a date other than the scheduled last day of the LIBOR Interest Period applicable thereto; or (2) Any requested LIBOR Tranche not being funded as a LIBOR Tranche in accordance with the provisions of this Agreement or the Interest Rate Election therefortherefor for reasons beyond the control of such Lender or Agent; then, upon the written notice by BOK of such Lender to BorrowerBorrowers, Borrower Borrowers shall, within fifteen days of receipt thereof, pay BOK such Lender such amount as will (in the reasonable determination of BOKsuch Lender) reimburse BOK such Lender for such loss or expense. Such written notice (which shall include calculations in reasonable detaildetail in accordance with Exhibit E attached hereto and made a part hereof) shall, in the absence shall constitute prima facie evidence of clear error, be conclusive and binding upon Borrowersuch loss or expense.

Special LIBOR Provisions. (a) If BOK BOTW shall reasonably determine (which determination shall, upon notice thereof to Borrower, be conclusive and binding upon Borrower and BOKBOTW) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental authority having jurisdiction asserts that it is unlawful, for BOK BOTW to fund, continue or maintain any LIBOR Tranche, the obligation of BOK BOTW to fund, continue or maintain any such LIBOR Tranche shall, upon such determination, forthwith be suspended until BOK BOTW shall notify Borrower that the circumstances causing such suspension no longer exist, and all LIBOR Tranches shall automatically be converted into the Alternate Base Prime Rate Portion at the end of the then-current LIBOR Interest Periods with respect thereto or sooner, if required by such law or assertion. (b) If BOK BOTW shall reasonably determine that: (1) U.S. Dollar deposits in the relevant amount and for the relevant LIBOR Interest Period are not available to BOK BOTW in its relevant market; or (2) By reason of circumstances affecting BOK’s BOTW's relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBOR Tranches; then, upon notice from BOK BOTW to Borrower, the obligation of BOK BOTW to include any portion of the Revolving Loan in a LIBOR Tranche shall forthwith be suspended until BOK BOTW shall notify Borrower that the circumstances causing such suspension no longer exist. (c) Borrower agrees to reimburse BOK BOTW for any increase in the cost to BOK BOTW of, or any reduction in the amount of any sum receivable by BOK BOTW in respect of, funding, continuing or maintaining (or of its obligation to fund, continue or maintain) any LIBOR Tranche; provided that the foregoing shall not apply to increases resulting from general increases in interest rates or general increases in BOK’s BOTW's administrative expenses or overhead costs. BOK BOTW shall promptly notify Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate BOK BOTW for such increased cost or reduced amount. Such additional amount shall be due and payable by Borrower to BOK BOTW within fifteen days of Borrower’s 's receipt of such notice, and such notice shall, in the absence of clear error, be conclusive and binding on Borrower. (d) In the event BOK BOTW shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by BOK BOTW to fund, continue or maintain any portion of the principal amount of any LIBOR Tranche) as a result of: (1) Any conversion, repayment or prepayment (whether voluntary or mandatory) of the principal amount of any LIBOR Tranche on a date other than the scheduled last day of the LIBOR Interest Period applicable thereto; or (2) Any requested LIBOR Tranche not being funded as a LIBOR Tranche in accordance with the provisions of this Agreement or the Interest Rate Election therefor, unless due to circumstances beyond Borrower's control; then, upon the written notice by BOK BOTW to Borrower, Borrower shall, within fifteen days of receipt thereof, pay BOK BOTW such amount as will (in the reasonable determination of BOKBOTW) reimburse BOK BOTW for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of clear error, be conclusive and binding upon Borrower.

Special LIBOR Provisions. (a) If BOK USB shall reasonably determine (which determination shall, upon notice thereof to BorrowerBorrowers, be conclusive and binding upon Borrower on Borrowers and BOKUSB) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental authority having jurisdiction asserts that it is unlawful, for BOK USB to fund, continue or maintain any LIBOR Tranche, the obligation of BOK USB to fund, continue or maintain any such LIBOR Tranche shall, upon such determination, forthwith be suspended until BOK shall notify Borrower that the circumstances causing such suspension no longer exist, and all LIBOR Tranches shall automatically be converted into the Alternate Base Rate Portion at the end of the then-current LIBOR Interest Periods with respect thereto or sooner, if required by such law or assertion.LIBOR (b) If BOK USB shall reasonably determine that: (1) U.S. Dollar deposits in the relevant amount and for the relevant LIBOR Interest Period are not available to BOK USB in its relevant market; or (2) By reason of circumstances affecting BOK’s USB's relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBOR Tranches; then, upon notice from BOK USB to BorrowerBorrowers, the obligation of BOK USB to include any portion of the Loan in a LIBOR Tranche shall forthwith be suspended until BOK USB shall notify Borrower Borrowers that the circumstances causing such suspension no longer exist. (c) Borrower agrees Borrowers agree to reimburse BOK USB for any increase in the cost to BOK USB of, or any reduction in the amount of any sum receivable by BOK USB in respect of, funding, continuing or maintaining (or of its obligation to fund, continue or maintain) any LIBOR Tranche; provided that the foregoing shall not apply to increases resulting from general increases in interest rates or general increases in BOK’s USB's administrative expenses or overhead costs. BOK USB shall promptly notify Borrower Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate BOK USB for such increased cost or reduced amount. Such additional amount shall be due and payable by Borrower to BOK within fifteen days of Borrower’s receipt of such notice, and such notice shall, in the absence of clear error, be conclusive and binding on Borrower.amo (d) In the event BOK USB shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by BOK USB to fund, continue or maintain any portion of the principal amount of any LIBOR Tranche) as a result of: (1) Any conversion, repayment or prepayment (whether voluntary or mandatory) of the principal amount of any LIBOR Tranche on a date other than the scheduled last day of the LIBOR Interest Period applicable thereto; or; (2) Any requested LIBOR Tranche not being funded as a LIBOR Tranche in accordance with the provisions of this Agreement or the Interest Rate Election therefor; or (3) Any LIBOR Tranche not being continued as a LIBOR Tranche in accordance with the provisions of this Agreement or the Interest Rate Election therefor; then, upon the written notice by BOK of USB to BorrowerBorrowers, Borrower Borrowers shall, within fifteen days of receipt thereof, pay BOK USB such amount as will (in the reasonable determination of BOKUSB) reimburse BOK USB for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of clear error, be conclusive and binding upon Borrower.and

Special LIBOR Provisions. (a) If BOK Lender shall reasonably determine (which determination shall, upon notice thereof to Borrower, be conclusive and binding upon on Borrower and BOKLender) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental authority having jurisdiction asserts that it is unlawful, for BOK Lender to fundmake, continue or maintain any Advance as, or to convert any Advance into, a LIBOR TrancheAdvance, the obligation obligations of BOK Lender to fundmake, continue continue, maintain or maintain convert any such LIBOR Tranche Advance shall, upon such determination, forthwith be suspended until BOK Lender shall notify Borrower that the circumstances causing such suspension no longer exist, and all LIBOR Tranches Advances shall automatically be converted convert into the Alternate Base Prime Rate Portion Advances at the end of the then-current LIBOR Interest Periods with respect thereto or sooner, if required by such law or assertion. (b) If BOK Lender shall reasonably determine that: (1i) U.S. Dollar deposits in the relevant amount and for the relevant LIBOR Interest Period are not available to BOK Lender in its relevant market; or (2ii) By reason of circumstances affecting BOK’s Lender's relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBOR TranchesAdvances; then, upon notice from BOK Lender to Borrower, the obligation obligations of BOK Lender under Section 2.1 to include make or continue any portion of the Loan in LIBOR Advance or to convert any prior Advance into a LIBOR Tranche Advance shall forthwith be suspended until BOK Lender shall notify Borrower that the circumstances causing such suspension no longer exist. (c) Borrower Borrower, agrees to reimburse BOK Lender for any increase in the cost to BOK Lender of, or any reduction in the amount of any sum receivable by BOK Lender in respect of, fundingmaking, continuing continuing, converting or maintaining (or of its obligation to fundmake, continue continue, convert or maintain) any LIBOR Tranche; provided that the foregoing shall not apply to increases resulting from general increases in interest rates or general increases in BOK’s administrative expenses or overhead costsAdvance. BOK Lender shall promptly notify Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate BOK Lender for such increased cost or reduced amount. Such additional amount shall be due and payable by Borrower to BOK Lender within fifteen five days of Borrower’s 's receipt of such notice, and such notice shall, in the absence of clear manifest error, be conclusive and binding on Borrower. (d) In the event BOK Lender shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by BOK Lender to fundmake, continue or maintain any portion of the principal amount of any LIBOR TrancheAdvance or to convert any portion of the principal amount of any prior Advance into a LIBOR Advance) as a result of: (1i) Any conversion, conversion or repayment or prepayment (whether voluntary or mandatory) of the principal amount of any LIBOR Tranche Advance on a date other than the scheduled last day of the LIBOR Interest Period applicable thereto; (ii) Any Advance not being made as a LIBOR Advance; or (2iii) Any requested LIBOR Tranche prior Advance not being funded as continued as, or converted into, a LIBOR Tranche Advance in accordance with the provisions of this Agreement or the Interest Rate Election Advance request therefor; then, upon the written notice by BOK of Lender to Borrower, Borrower shall, within fifteen five days of its receipt thereof, pay BOK Lender such amount as will (in the reasonable determination of BOKLender) reimburse BOK Lender for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of clear manifest error, be conclusive and binding upon on Borrower.

Special LIBOR Provisions. (a) If BOK Notwithstanding any provision of the Credit Documents to the contrary, Lender shall reasonably determine (which determination shall, upon notice thereof be entitled to Borrower, be conclusive fund and binding upon Borrower and BOK) that the introduction maintain funding of all or any change in or in the interpretation part of any law makes it unlawful, or Advance in any central bank or other governmental authority having jurisdiction asserts that it is unlawful, for BOK to fund, continue or maintain any LIBOR Tranche, the obligation of BOK to fund, continue or maintain any such LIBOR Tranche shall, upon such determination, forthwith be suspended until BOK shall notify Borrower that the circumstances causing such suspension no longer exist, and all LIBOR Tranches shall automatically be converted into the Alternate Base Rate Portion at the end of the then-current LIBOR Interest Periods with respect thereto or sooner, if required by such law or assertionreasonable manner. (b) If BOK Notwithstanding any provision of the Credit Documents to the contrary, Borrower shall pay interest on the unpaid principal amount from time to time outstanding under a Loan, in arrears, at the Base Rate if (i) by reason of any Regulatory Change, Lender reasonably determine determines that: , by reason of circumstances affecting the London inter-bank market generally, adequate and fair means do not or will not exist for determining LIBOR or the LIBOR Based Rate, (1ii) U.S. Dollar deposits by reason of any Regulatory Change, Lender becomes restricted in the relevant amount and which it may hold of a category of liabilities which includes deposits by reference to LIBOR or a category of assets which includes loans which bear interest at rate determined in part by reference to LIBOR, (iii) by reason of any Regulatory Change, it shall be unlawful for Lender to maintain an Advance, or any portion thereof, bearing interest based on the relevant LIBOR Interest Period Based Rate, (iv) in the reasonable judgment of Lender, deposits are not available to BOK Lender in its relevant market; or the international inter-bank market in the requisite amounts and for the requisite durations, or (2v) By reason in the reasonable discretion of circumstances affecting BOK’s relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBOR Tranches; then, upon notice from BOK to BorrowerLender, the obligation of BOK to include any portion of the Loan in a LIBOR Tranche shall forthwith be suspended until BOK shall notify Borrower that the circumstances causing such suspension no longer exist. (c) Borrower agrees to reimburse BOK for any increase in Based Rate does not adequately reflect the cost to BOK ofLender of the Advance. If Lender reasonably determines that it cannot accept an election for a LIBOR Based Rate based on the previous sentence, the corresponding Advance shall bear interest at the Base Rate. Lender shall provide Borrower notice if Lender determines that it cannot accept an election to make a LIBOR Based Rate Advance or any reduction in the amount of any sum receivable by BOK in respect of, funding, continuing or maintaining (or of its obligation to fund, continue or maintain) any convert an existing Advance to a LIBOR TrancheBased Rate Advance; provided that the foregoing however, failure by Lender to provide such notification shall not apply to increases resulting from general increases create or result in interest rates any liability for or general increases in BOK’s administrative expenses or overhead costs. BOK shall promptly notify Borrower in writing of the occurrence of impose any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate BOK for such increased cost or reduced amount. Such additional amount shall be due and payable by Borrower to BOK within fifteen days of Borrower’s receipt of such notice, and such notice shall, in the absence of clear error, be conclusive and binding other obligation on BorrowerLender. (d) In the event BOK shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by BOK to fund, continue or maintain any portion of the principal amount of any LIBOR Tranche) as a result of: (1) Any conversion, repayment or prepayment (whether voluntary or mandatory) of the principal amount of any LIBOR Tranche on a date other than the scheduled last day of the LIBOR Interest Period applicable thereto; or (2) Any requested LIBOR Tranche not being funded as a LIBOR Tranche in accordance with the provisions of this Agreement or the Interest Rate Election therefor; then, upon the written notice by BOK to Borrower, Borrower shall, within fifteen days of receipt thereof, pay BOK such amount as will (in the reasonable determination of BOK) reimburse BOK for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of clear error, be conclusive and binding upon Borrower.

Special LIBOR Provisions. (a) If BOK shall reasonably determine (which determination shall, upon notice thereof to BorrowerBorrower and absent clear error, be conclusive and binding upon Borrower and BOK) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental authority having jurisdiction asserts that it is unlawful, for BOK to fund, continue or maintain any LIBOR Tranche, the obligation of BOK to fund, continue or maintain any such LIBOR Tranche shall, upon such determination, forthwith be suspended until BOK shall notify Borrower that the circumstances causing such suspension no longer exist, and all LIBOR Tranches shall automatically be converted into the Alternate Base Prime Rate Portion at the end of the then-current LIBOR Interest Periods with respect thereto or sooner, if required by such law or assertion. (b) If BOK shall reasonably determine that: (1) U.S. Dollar deposits in the relevant amount and for the relevant LIBOR Interest Period are not available to BOK in its relevant market; or (2) By reason of circumstances affecting BOK’s relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBOR Tranches; then, upon notice from BOK to Borrower, the obligation of BOK to include any portion of the Loan in a LIBOR Tranche shall forthwith be suspended until BOK shall notify Borrower that the circumstances causing such suspension no longer exist. (c) Borrower agrees to reimburse BOK for any increase in the cost to BOK of, or any reduction in the amount of any sum receivable by BOK in respect of, funding, continuing or maintaining (or of its obligation to fund, continue or maintain) any LIBOR Tranche; provided that the foregoing shall not apply to increases resulting from general increases in interest rates or general increases in BOK’s administrative expenses or overhead costs. BOK shall promptly notify Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate BOK for such increased cost or reduced amount. Such additional amount shall be due and payable by Borrower to BOK within fifteen days of Borrower’s receipt of such notice, and such notice shall, in the absence of clear error, be conclusive and binding on Borrower. (d) In the event BOK shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by BOK to fund, continue or maintain any portion of the principal amount of any LIBOR Tranche) as a result of: (1) Any conversion, repayment or prepayment (whether voluntary or mandatory) of the principal amount of any LIBOR Tranche on a date other than the scheduled last day of the LIBOR Interest Period applicable thereto; or (2) Any requested LIBOR Tranche not being funded as a LIBOR Tranche in accordance with the provisions of this Agreement or the Interest Rate Election therefor; then, upon the written notice by BOK to Borrower, Borrower shall, within fifteen days of receipt thereof, pay BOK such amount as will (in the reasonable determination of BOK) reimburse BOK for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of clear error, be conclusive and binding upon Borrower.

Special LIBOR Provisions. (a) If BOK shall reasonably determine (which determination shall, upon notice thereof to Borrower, be conclusive and binding upon Borrower and BOK) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental authority having jurisdiction asserts that it is unlawful, for BOK to fund, continue or maintain any LIBOR Tranche, the obligation of BOK to fund, continue or maintain any such LIBOR Tranche shall, upon such determination, forthwith be suspended until BOK shall notify Borrower that the circumstances causing such suspension no longer exist, and all LIBOR Tranches shall automatically be converted into the Alternate Base Prime Rate Portion at the end of the then-current LIBOR Interest Periods with respect thereto or sooner, if required by such law or assertion. (b) If BOK shall reasonably determine that: (1) U.S. Dollar deposits in the relevant amount and for the relevant LIBOR Interest Period are not available to BOK in its relevant market; or (2) By reason of circumstances affecting BOK’s relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBOR Tranches; then, upon notice from BOK to Borrower, the obligation of BOK to include any portion of the Revolving Loan in a LIBOR Tranche shall forthwith be suspended until BOK shall notify Borrower that the circumstances causing such suspension no longer exist. (c) Borrower agrees to reimburse BOK for any increase in the cost to BOK of, or any reduction in the amount of any sum receivable by BOK in respect of, funding, continuing or maintaining (or of its obligation to fund, continue or maintain) any LIBOR Tranche; provided that the foregoing shall not apply to increases resulting from general increases in interest rates or general increases in BOK’s administrative expenses or overhead costs. BOK shall promptly notify Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate BOK for such increased cost or reduced amount. Such additional amount shall be due and payable by Borrower to BOK within fifteen days of Borrower’s receipt of such notice, and such notice shall, in the absence of clear error, be conclusive and binding on upon Borrower. (d) In the event BOK shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by BOK to fund, continue or maintain any portion of the principal amount of any LIBOR Tranche) as a result of: (1) Any conversion, repayment or prepayment (whether voluntary or mandatory) of the principal amount of any LIBOR Tranche on a date other than the scheduled last day of the LIBOR Interest Period applicable thereto; or (2) Any requested LIBOR Tranche not being funded as a LIBOR Tranche in accordance with the provisions of this Agreement or the Interest Rate Election therefor; then, upon the written notice by BOK to Borrower, Borrower shall, within fifteen days of receipt thereof, pay BOK such amount as will (in the reasonable determination of BOK) reimburse BOK for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of clear error, be conclusive and binding upon Borrower.

Special LIBOR Provisions. (a) If BOK BOTW shall reasonably determine (which determination shall, upon notice thereof to Borrower, be conclusive and binding upon Borrower and BOKBOTW) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental authority having jurisdiction asserts that it is unlawful, for BOK BOTW to fund, continue or maintain any LIBOR Tranche, the obligation of BOK BOTW to fund, continue or maintain any such LIBOR Tranche shall, upon such determination, forthwith be suspended until BOK BOTW shall notify Borrower that the circumstances causing such suspension no longer exist, and all LIBOR Tranches shall automatically be converted into the Alternate Base Prime Rate Portion at the end of the then-current LIBOR Interest Periods with respect thereto or sooner, if required by such law or assertion. (b) If BOK BOTW shall reasonably determine that: (1) U.S. Dollar deposits in the relevant amount and for the relevant LIBOR Interest Period are not available to BOK BOTW in its relevant market; or (2) By by reason of circumstances affecting BOKBOTW’s relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBOR Tranches; then, upon notice from BOK BOTW to Borrower, the obligation of BOK BOTW to include any portion of the Loan in a LIBOR Tranche shall forthwith be suspended until BOK BOTW shall notify Borrower that the circumstances causing such suspension no longer exist. (c) Borrower agrees to reimburse BOK BOTW for any increase in the cost to BOK BOTW of, or any reduction in the amount of any sum receivable by BOK BOTW in respect of, funding, continuing or maintaining (or of its obligation to fund, continue or maintain) any LIBOR Tranche; provided that the foregoing shall not apply to increases resulting from general increases in interest rates or general increases in BOKBOTW’s administrative expenses or overhead costs. BOK BOTW shall promptly notify Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate BOK BOTW fully for such increased cost or reduced amount. Such additional amount shall be due and payable by Borrower to BOK BOTW within fifteen days of Borrower’s receipt of such notice, and such notice shall, in the absence of clear error, be conclusive and binding on upon Borrower. (d) In the event BOK BOTW shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by BOK BOTW to fund, continue or maintain any portion of the principal amount of any LIBOR Tranche) as a result of: (1) Any conversion, repayment or prepayment (whether voluntary or mandatory) of the principal amount of any LIBOR Tranche on a date other than the scheduled last day of the LIBOR Interest Period applicable thereto; or (2) Any requested LIBOR Tranche not being funded as a LIBOR Tranche in accordance with the provisions of this Agreement or the Interest Rate Election therefor; then, upon the written notice by BOK BOTW to Borrower, Borrower shall, within fifteen days of receipt thereof, pay BOK BOTW such amount as will (in the reasonable determination of BOKBOTW) reimburse BOK BOTW for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of clear error, be conclusive and binding upon Borrower.

Special LIBOR Provisions. (a) If BOK WFBW shall reasonably determine (which determination shall, upon notice thereof to Borrower, be conclusive and binding upon on Borrower and BOKWFBW) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental authority having jurisdiction asserts that it is unlawful, for BOK WFBW to fund, continue or maintain any LIBOR Tranche, the obligation of BOK WFBW to fund, continue or maintain any such LIBOR Tranche shall, upon such determination, forthwith be suspended until BOK WFBW shall notify Borrower that the circumstances causing such suspension no longer exist, and all LIBOR Tranches shall automatically be converted into the Alternate Base Prime Rate Portion at the end of the then-current LIBOR Interest Periods with respect thereto or sooner, if required by such law or assertion. (b) If BOK WFBW shall reasonably determine that: (1) U.S. Dollar deposits in the relevant amount and for the relevant LIBOR Interest Period are not available to BOK WFBW in its relevant market; or (2) By reason of circumstances affecting BOK’s WFBW's relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBOR Tranches; then, upon notice from BOK WFBW to Borrower, the obligation of BOK WFBW to include any portion of the Loan in a LIBOR Tranche shall forthwith be suspended until BOK shall notify Borrower that three Business Days after the circumstances causing such suspension no longer exist. (c) Borrower agrees to reimburse BOK WFBW for any increase in the cost to BOK WFBW of, or any reduction in the amount of any sum receivable by BOK WFBW in respect of, funding, continuing or maintaining (or of its obligation to fund, continue or maintain) any LIBOR Tranche; provided that the foregoing shall not apply to increases resulting from general increases in interest rates or general increases in BOK’s WFBW's administrative expenses or overhead costs. BOK WFBW shall promptly notify Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate BOK WFBW for such increased cost or reduced amount. Such additional amount shall be due and payable by Borrower to BOK WFBW within fifteen days of Borrower’s 's receipt of such notice, and such notice shall, in the absence of clear error, be conclusive and binding on Borrower. (d) In the event BOK WFBW shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by BOK WFBW to fund, continue or maintain any portion of the principal amount of any LIBOR Tranche) as a result of: (1) Any conversion, repayment or prepayment (whether voluntary or mandatory) of the principal amount of any LIBOR Tranche on a date other than the scheduled last day of the LIBOR Interest Period applicable thereto; or; (2) Any requested LIBOR Tranche not being funded as a LIBOR Tranche in accordance with the provisions of this Agreement or the Interest Rate Election therefor; or (3) Any LIBOR Tranche not being continued as a LIBOR Tranche in accordance with the provisions of this Agreement or the Interest Rate Election therefor; then, upon the written notice by BOK WFBW to Borrower, Borrower shall, within fifteen days of receipt thereof, pay BOK WFBW such amount as will (in the reasonable determination of BOKWFBW) reimburse BOK WFBW for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of clear error, be conclusive and binding upon on Borrower.