Audiovox 2012 Annual Report Download - page 222

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any
particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any
Loan in any particular place or manner.
 
Notwithstanding any other provision of this Agreement, if (a) the Administrative Agent shall reasonably determine (which
determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market,
reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or (b) the Required Lenders shall
reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not
adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Company has requested be outstanding as a
LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination,
confirmed in writing, to the Company, and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. If
such notice is given (i) any affected Loans denominated in Foreign Currencies requested to be made on the first day of such Interest
Period shall be made, at the sole option of the Company, in Dollars as Alternate Base Rate Loans or such request shall be cancelled, (ii)
any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made in Dollars as Alternate Base
Rate Loans and (iii) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as
LIBOR Rate Loans shall be converted to or continued in Dollars as Alternate Base Rate Loans. Until any such notice has been
withdrawn by the Administrative Agent or the Required Lenders, as applicable, no further Loans shall be made as, continued as, or
converted into, LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the
Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer exist.
 
(a) Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or
similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any
Lender (except any reserve requirement reflected in the LIBOR Rate) or the Issuing Lender;
(ii) subject any Recipient to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan
principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital
attributable thereto; or
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