Common use of Special Provisions Governing LIBOR Loans -Increased Costs Clause in Contracts

Special Provisions Governing LIBOR Loans -Increased Costs. (a) In the event that on any LIBOR Interest Determination Date, any Bank shall notify the Administrative Agent that it shall have determined (which determination shall be final, conclusive and binding) that: (1) by reason of conditions in the London interbank market or of conditions affecting the position of any Bank in such market occurring after the date hereof, adequate fair means do not exist for establishing LIBOR, or (2) by reason of (i) any applicable law or governmental rule, regulation, guideline or order (or any written interpretation thereof and including any new law or governmental rule, regulation, guideline or order but excluding any of the foregoing relating to taxes referred to in Section 2.9 of this Agreement) or (ii) other circumstances affecting any Bank or the London interbank market or the position of any Bank in such market (such as, but not limited to, official reserve requirements), LIBOR does not represent the effective pricing to any Bank for U.S. dollar deposits of comparable amounts for the relevant period due to such increased costs then, the Administrative Agent shall give a notice by telephone, confirmed in writing, to the Borrower of such determination. (b) Thereafter, the Borrower shall pay to the Administrative Agent upon written request therefor, such additional amounts as the Administrative Agent in its sole discretion, shall reasonably determine to be required to compensate the Bank for such increased costs. A certificate as to such additional amounts submitted to the Borrower by the Administrative Agent shall, absent manifest error, be final, conclusive and binding upon all parties hereto. (c) In lieu of paying such additional amounts as required by this Section 2.7, the Borrower may exercise the following options: (1) If such determination relates only to a conversion to a LIBOR Loan then being requested by the Borrower pursuant to the terms hereof, the Borrower may, on such LIBOR Interest Determination Date by giving notice by telephone to the Administrative Agent, withdraw such request. (2) The Borrower may, by giving notice by telephone to the Administrative Agent require the Administrative Agent to convert the LIBOR Loan then being requested to a Base Rate Loan, or to convert its outstanding LIBOR Loan that is so affected into a Base Rate Loan at the end of the then current LIBOR Period.

Special Provisions Governing LIBOR Loans -Increased Costs. (a) In the event that on any LIBOR Libor Interest Determination Date, any Bank shall notify the Administrative Agent that it Lender shall have determined (which determination shall be final, conclusive and binding) that: (1) by reason of conditions in the London interbank market Interbank Market or of conditions affecting the position of any Bank such Lender in such market occurring after the date hereof, adequate fair means do not exist for establishing LIBORthe Libor Rate, or (2) by reason of (i) any applicable law or governmental rule, regulation, guideline or order (or any written interpretation thereof and including any new law or governmental rule, regulation, guideline or order but excluding any of the foregoing relating to taxes Taxes referred to in Section 2.9 2.11 of this Agreement) ), or (ii) other circumstances affecting any Bank the Lenders or the London interbank market Interbank Market or the position of any Bank the Lenders in such market (such as, but not limited to, official reserve requirements), LIBOR the Libor Rate does not represent the effective pricing to any Bank the Lenders for U.S. dollar deposits of comparable amounts for the relevant period due to such increased costs costs; then, and in either such event, the Administrative Agent Lenders shall on such date (and in any event as soon as possible after being notified of a new Interest Period) give a notice by telephone, confirmed in writing, to the Borrower or the Borrower and the Administrative Agent of such determination. (b) Thereafter, the Borrower shall pay to the Administrative Agent applicable Lender upon written request therefor, such additional amounts as the Administrative Agent in its sole discretion, such Lender shall reasonably determine to be required to compensate the Bank such Lender for such increased costs. A certificate as to such additional amounts submitted to the Borrower by and the Administrative Agent by a Lender shall, absent manifest error, be final, conclusive and binding upon all parties heretothe Borrower and such Lender. (c) In lieu of paying to a Lender such additional amounts as required by this Section 2.72.9, the Borrower may exercise the following options: (1) If such determination by a Lender relates only to a conversion to a LIBOR Libor Loan then being requested by the Borrower pursuant to the terms hereof, the applicable Borrower may, on such LIBOR Libor Interest Determination Date by giving notice by telephone to the Administrative Agentsuch Lender, withdraw such request.; or (2) The Borrower may, by giving notice by telephone to a Lender require such Lender to make the Administrative Agent require the Administrative Agent to convert the LIBOR Libor Loan then being requested to a Base Rate Loan, in the form of an ABR Loan or to convert its outstanding LIBOR Libor Loan that is so affected into a Base Rate an ABR Loan at the end of the then current LIBOR Interest Period.

Special Provisions Governing LIBOR Loans -Increased Costs. (a) In the event that on any LIBOR Libor Interest Determination Date, any Bank shall notify the Administrative Agent that it Lender shall have determined (which determination shall be final, conclusive and binding) that: (1) by reason of conditions in the London interbank market Interbank Market or of conditions affecting the position of any Bank such Lender in such market occurring after the date hereof, adequate fair means do not exist for establishing LIBORthe Libor Rate, or (2) by reason of (i) changes in any applicable law or governmental rule, regulation, guideline or order (or any written interpretation thereof and including any new law or governmental rule, regulation, guideline or order but excluding any of the foregoing relating to taxes Taxes referred to in Section 2.9 2.11 of this Agreement) ), or (ii) other circumstances affecting any Bank the Lenders or the London interbank market Interbank Market or the position of any Bank the Lenders in such market (such as, but not limited to, official reserve requirements), LIBOR the Libor Rate does not represent the effective pricing to any Bank the Lenders for U.S. dollar deposits of comparable amounts for the relevant period due to such increased costs costs; then, and in either such event, the Administrative Agent Lenders shall on such date (and in any event as soon as possible after being notified of a new Interest Period) give a notice by telephone, confirmed in writing, to the Borrower or the Borrower and the Agent of such determination. (b) Thereafter, the Borrower shall pay to the Administrative Agent applicable Lender upon written request therefor, such additional amounts as the Administrative Agent in its sole discretion, such Lender shall reasonably determine to be required to compensate the Bank such Lender for such increased costs. A certificate as to such additional amounts submitted to the Borrower and the Agent by the Administrative Agent a Lender shall, absent manifest error, and if prepared on a good faith reasonable basis, be final, conclusive and binding upon all parties heretothe Borrower and such Lender. (c) In lieu of paying to a Lender such additional amounts as required by this Section 2.72.9, the Borrower may exercise the following options: (1) If such determination by a Lender relates only to a conversion to a LIBOR Libor Loan then being requested by the Borrower pursuant to the terms hereof, the Borrower may, on such LIBOR Libor Interest Determination Date by giving notice by telephone to the Administrative Agentsuch Lender, withdraw such request.; or (2) The Borrower may, by giving notice by telephone to a Lender require such Lender to make the Administrative Agent require the Administrative Agent to convert the LIBOR Libor Loan then being requested to a Base Rate Loan, in the form of an ABR Loan or to convert its outstanding LIBOR Libor Loan that is so affected into a Base Rate an ABR Loan at the end of the then current LIBOR Interest Period.

Special Provisions Governing LIBOR Loans -Increased Costs. (a) In the event that on any LIBOR Interest Determination Date, any HSBC Bank shall notify the Administrative Agent that it shall have determined (which determination shall be final, conclusive and binding) that: (1) by reason of conditions in the London interbank market Interbank Eurodollar Market or of conditions affecting the position of any HSBC Bank in such market occurring after the date hereof, adequate fair means do not exist for establishing LIBORthe LIBOR Rate, or (2) by reason of (i) changes in any applicable law or governmental rule, regulation, guideline or order (or any written interpretation thereof and including any new law or governmental rule, regulation, guideline or order but excluding any of the foregoing relating to taxes referred to in Section 2.9 of this Agreement2.9) or (ii) other changed circumstances affecting any HSBC Bank or the London interbank market Interbank Eurodollar Market or the position of any HSBC Bank in such market (such as, but not limited to, official reserve requirements), the LIBOR Rate does not represent the effective pricing to any HSBC Bank for U.S. dollar deposits of comparable amounts for the relevant period due to such increased costs costs; then, the Administrative Agent and in either such event, HSBC Bank shall on such date (and in any event as soon as possible after being notified of a new LIBOR Interest Period) give a notice by telephone, confirmed in writing, to the Borrower Company of such determination. (b) Thereafter, the Borrower Company shall pay to the Administrative Agent HSBC Bank upon written request therefor, such additional amounts as the Administrative Agent HSBC Bank in its sole discretion, shall reasonably determine to be required to compensate the HSBC Bank for such increased costs. A certificate as to setting forth the computation of such additional amounts submitted to the Borrower Company by the Administrative Agent HSBC Bank shall, absent manifest computational error, and if prepared on a good faith reasonable basis, be final, conclusive and binding upon all parties hereto. (c) In lieu of paying HSBC Bank such additional amounts as required by this Section 2.7, the Borrower Company may exercise the following options: (1) If To the extent that such determination by HSBC Bank relates only to a conversion to a LIBOR Loan then being requested by the Borrower Company pursuant to the terms hereof, the Borrower Company may, on such LIBOR Interest Determination Date by giving notice by telephone to the Administrative AgentHSBC Bank, withdraw such request.; (2) The Borrower Company may, by giving notice by telephone to the Administrative Agent HSBC Bank require the Administrative Agent HSBC Bank to convert make the LIBOR Loan then being requested to in the form of a Base Prime Rate Loan, or to convert its outstanding LIBOR Loan that is so affected into a Base Prime Rate Loan at the end of the then current LIBOR Interest Period.

Special Provisions Governing LIBOR Loans -Increased Costs. (a) In the event that on any LIBOR Interest Determination Date, any HSBC Bank shall notify the Administrative Agent that it shall have determined (which determination shall be final, conclusive and binding) that: (1) by reason of conditions in the London interbank market Interbank Eurodollar Market or of conditions affecting the position of any HSBC Bank in such market occurring after the date hereof, adequate fair means do not exist for establishing LIBORthe LIBOR Rate, or (2) by reason of (i) any applicable law or governmental rule, regulation, guideline or order (or any written interpretation thereof and including any new law or governmental rule, regulation, guideline or order but excluding any of the foregoing relating to taxes referred to in Section 2.9 of this Agreement2.10) or (ii) other circumstances affecting any HSBC Bank or the London interbank market Interbank Eurodollar Market or the position of any HSBC Bank in such market (such as, but not limited to, official reserve requirements), the LIBOR Rate does not represent the effective pricing to any HSBC Bank for U.S. dollar deposits of comparable amounts for the relevant period due to such increased costs costs; then, the Administrative Agent and in either such event, HSBC Bank shall on such date (and in any event as soon as possible after being notified of a new LIBOR Interest Period) give a notice by telephone, confirmed in writing, to the Borrower Company of such determination. (b) Thereafter, the Borrower Company shall pay to the Administrative Agent HSBC Bank upon written request therefor, such additional amounts as the Administrative Agent HSBC Bank in its sole discretion, shall reasonably determine to be required to compensate the HSBC Bank for such increased costs. A certificate as to setting forth the computation of such additional amounts submitted to the Borrower Company by the Administrative Agent HSBC Bank shall, absent manifest computational error, and if prepared on a good faith reasonable basis, be final, conclusive and binding upon all parties hereto. (c) In lieu of paying HSBC Bank such additional amounts as required by this Section 2.72.8, the Borrower Company may exercise the following options: (1) If such determination by HSBC Bank relates only to a conversion to a LIBOR Loan then being requested by the Borrower Company pursuant to the terms hereof, the Borrower Company may, on such LIBOR Interest Determination Date by giving notice by telephone to the Administrative AgentHSBC Bank, withdraw such request.; (2) The Borrower Company may, by giving notice by telephone to the Administrative Agent HSBC Bank require the Administrative Agent HSBC Bank to convert make the LIBOR Loan then being requested to in the form of a Base Prime Rate Loan, or to convert its outstanding LIBOR Loan that is so affected into a Base Prime Rate Loan at the end of the then current LIBOR Interest Period.

Special Provisions Governing LIBOR Loans -Increased Costs. (a) In the event that on any upon the date that the applicable Borrower requests a LIBOR Interest Determination DateLoan, any Bank shall notify the Administrative applicable Collateral Agent that it shall have determined (which determination shall be final, conclusive and binding) that: (1i) by reason of conditions in the London interbank market Interbank Eurodollar Market or of conditions affecting the position of any Bank either Collateral Agent in such market occurring after the date hereof, adequate fair means do not exist for establishing LIBORthe LIBOR Rate, or (2ii) by reason of (i) any applicable law or governmental rule, regulation, guideline or order (or any written interpretation thereof and including any new law or 44 governmental rule, regulation, guideline or order but excluding any of the foregoing relating to taxes referred to in Section 2.9 of this Agreement) order), or (ii) other circumstances affecting any Bank either Collateral Agent or the applicable Lenders or the London interbank market Interbank Eurodollar Market or the position of any Bank either Collateral Agent or the applicable Lenders in such market (such as, but not limited to, official reserve requirements), the LIBOR Rate does not represent the effective pricing to any Bank the applicable Lenders for U.S. dollar deposits of comparable amounts for the relevant period due to such increased costs costs; then, and in either such event, the Administrative applicable Collateral Agent shall give on such date (and in any event as soon as possible after being notified of a new LIBOR Period) send notice by telephone, confirmed in writing, to the applicable Borrower of such determination. (b) Thereafter, the applicable Borrower shall pay to the Administrative applicable Collateral Agent upon written request therefor, such additional amounts as the Administrative applicable Collateral Agent in its sole discretion, shall reasonably determine to be required to compensate the Bank applicable Collateral Agent and the applicable Lenders for such increased costs. A certificate as to such additional amounts submitted to the applicable Borrower by the Administrative applicable Collateral Agent shall, absent manifest error, be final, conclusive and binding upon all parties heretoWestcon, Borrowers and the Collateral Agents and Lenders. (c) In lieu of paying such additional amounts as required by this Section 2.7, the Borrower may exercise the following options: (1) If such determination relates only to a conversion to a LIBOR Loan then being requested by the Borrower pursuant to the terms hereof, the Borrower may, on such LIBOR Interest Determination Date by giving notice by telephone to the Administrative Agent, withdraw such request. (2) The Borrower may, by giving notice by telephone to the Administrative Agent require the Administrative Agent to convert the LIBOR Loan then being requested to a Base Rate Loan, or to convert its outstanding LIBOR Loan that is so affected into a Base Rate Loan at the end of the then current LIBOR Period.

Special Provisions Governing LIBOR Loans -Increased Costs. (a) In the event that on any LIBOR Libor Interest Determination Date, any Bank shall notify the Administrative Agent that it Lender shall have determined (which determination shall be final, conclusive and binding) that: (1) by reason of conditions in the London interbank market Interbank Market or of conditions affecting the position of any Bank such Lender in such market occurring after the date hereof, adequate fair means do not exist for establishing LIBORthe Libor Rate, or (2) by reason of (i) changes in any applicable law or governmental rule, regulation, guideline or order (or any written interpretation thereof and including any new law or governmental rule, regulation, guideline or order but excluding any of the foregoing relating to taxes Taxes referred to in Section 2.9 2.11 of this Agreement) ), or (ii) other circumstances affecting any Bank the Lenders or the London interbank market Interbank Market or the position of any Bank the Lenders in such market (such as, but not limited to, official reserve requirements), LIBOR the Libor Rate does not represent the effective pricing to any Bank the Lenders for U.S. dollar deposits of comparable amounts for the relevant period due to such increased costs costs; then, and in either such event, the Administrative Agent Lenders shall on such date (and in any event as soon as possible after being notified of a new Interest Period) give a notice by telephone, confirmed in writing, to the Borrower or the Borrower and the Agent of such determination. (b) Thereafter, the Borrower shall pay to the Administrative Agent applicable Lender upon written request therefor, such additional amounts as the Administrative Agent in its sole discretion, such Lender shall reasonably determine to be required to compensate the Bank such Lender for such increased costs. A certificate as to such additional amounts submitted to the Borrower and the Agent by the Administrative Agent a Lender shall, absent manifest error, and if prepared on a good faith reasonable basis, be final, conclusive and binding upon all parties heretothe Borrower and such Lender. (c) In lieu of paying to a Lender such additional amounts as required by this Section 2.72.9, the Borrower may exercise the following options: (1) If such determination by a Lender relates only to a conversion to a LIBOR Libor Loan then being requested by the Borrower pursuant to the terms hereof, the Borrower may, on such LIBOR Libor Interest Determination Date by giving notice by telephone to the Administrative Agentsuch Lender, withdraw such request., or (2) The Borrower may, by giving notice by telephone to a Lender require such Lender to make the Administrative Agent require the Administrative Agent to convert the LIBOR Libor Loan then being requested to a Base Rate Loan, in the form of an ABR Loan or to convert its outstanding LIBOR Libor Loan that is so affected into a Base Rate an ABR Loan at the end of the then current LIBOR Interest Period.

Special Provisions Governing LIBOR Loans -Increased Costs. (a) In the event that on any LIBOR Interest Determination Date, any HSBC Bank shall notify the Administrative Agent that it shall have determined (which determination shall be final, conclusive and binding) that: (1) by reason of conditions in the London interbank market Interbank Eurodollar Market or of conditions affecting the position of any HSBC Bank in such market occurring after the date hereof, adequate fair means do not exist for establishing LIBORthe LIBOR Rate, or (2) by reason of (i) any applicable law or governmental rule, regulation, guideline or order (or any written interpretation thereof and including any new law or governmental rule, regulation, guideline or order but excluding any of the foregoing relating to taxes referred to in Section 2.9 of this Agreement2.9) or (ii) other circumstances affecting any HSBC Bank or the London interbank market Xxxxxx Xxxxxxxxx Eurodollar Market or the position of any HSBC Bank in such market (such as, but not limited to, official reserve requirements), the LIBOR Rate does not represent the effective pricing to any HSBC Bank for U.S. dollar deposits of comparable amounts for the relevant period due to such increased costs costs; then, the Administrative Agent and in either such event, HSBC Bank shall on such date (and in any event as soon as possible after being notified of a new LIBOR Interest Period) give a notice by telephone, confirmed in writing, to the Borrower Company of such determination. (b) Thereafter, the Borrower Company shall pay to the Administrative Agent HSBC Bank upon written request therefor, such additional amounts as the Administrative Agent HSBC Bank in its sole discretion, shall reasonably determine to be required to compensate the HSBC Bank for such increased costs. A certificate as to setting forth the computation of such additional amounts submitted to the Borrower Company by the Administrative Agent HSBC Bank shall, absent manifest computational error, and if prepared on a good faith reasonable basis, be final, conclusive and binding upon all parties hereto. (c) In lieu of paying HSBC Bank such additional amounts as required by this Section 2.7, the Borrower Company may exercise the following options: (1) If such determination by HSBC Bank relates only to a conversion to a LIBOR Loan then being requested by the Borrower Company pursuant to the terms hereof, the Borrower Company may, on such LIBOR Interest Determination Date by giving notice by telephone to the Administrative AgentHSBC Bank, withdraw such request.; (2) The Borrower Company may, by giving notice by telephone to the Administrative Agent HSBC Bank require the Administrative Agent HSBC Bank to convert make the LIBOR Loan then being requested to in the form of a Base Prime Rate Loan, or to convert its outstanding LIBOR Loan that is so affected into a Base Prime Rate Loan at the end of the then current LIBOR Interest Period.

Special Provisions Governing LIBOR Loans -Increased Costs. (a) In the event that on any LIBOR Libor Interest Determination Date, any Bank shall notify the Administrative Agent that it Lender shall have determined (which determination shall be final, conclusive and binding) that: (1) by reason of conditions in the London interbank market Interbank Eurodollar Market or of conditions affecting the position of any Bank such Lender in such market occurring after the date hereof, adequate fair means do not exist for establishing LIBORthe Libor Rate, or (2) by reason of (i) any applicable law or governmental rule, regulation, guideline or order (or any written interpretation thereof and including any new law or governmental rule, regulation, guideline or order but excluding any of the foregoing relating to taxes Taxes referred to in Section 2.9 of this Agreement) 2.13 hereof), or (ii) other circumstances affecting any Bank the Lenders or the London interbank market Interbank Eurodollar Market or the position of any Bank the Lenders in such market (such as, but not limited to, official reserve requirements), LIBOR the Libor Rate does not represent the effective pricing to any Bank the Lenders for U.S. dollar deposits of comparable amounts for the relevant period due to such increased costs costs; then, and in either such event, the Administrative Agent Lenders shall on such date (and in any event as soon as possible after being notified of a new Interest Period) give a notice by telephone, confirmed in writing, to the Borrower and the Administrative Agent of such determination. (b) Thereafter, the Borrower shall pay to the Administrative Agent applicable Lender upon written request therefor, such additional amounts as the Administrative Agent such Lender, in its sole discretion, shall reasonably determine to be required to compensate the Bank such Lender for such increased costs. A certificate as to such additional amounts submitted to the Borrower by and the Administrative Agent by a Lender shall, absent manifest error, be final, conclusive and binding upon all parties heretothe Borrower and such Lender. (c) In lieu of paying to a Lender such additional amounts as required by this Section 2.72.11, the Borrower may exercise the following options: (1) If such determination by a Lender relates only to a conversion to a LIBOR Libor Loan then being requested by the Borrower pursuant to the terms hereof, the Borrower may, on such LIBOR Libor Interest Determination Date by giving notice by telephone to the Administrative Agentsuch Lender, withdraw such request.; or (2) The Borrower may, by giving notice by telephone to a Lender require such Lender to make the Administrative Agent require the Administrative Agent to convert the LIBOR Libor Loan then being requested to a Base Rate Loan, in the form of an ABR Loan or to convert its outstanding LIBOR Libor Loan that is so affected into a Base Rate an ABR Loan at the end of the then current LIBOR Interest Period.