Common use of Libor Rate Provisions Clause in Contracts

Libor Rate Provisions. (a) If any requirement of law or any change therein, or in the interpretation or application thereof, shall hereafter make it unlawful for Lender in good faith to make or maintain the Loan bearing interest at a LIBOR Rate, (i) the obligation of Lender hereunder to make the Loan bearing interest at the LIBOR Rate (plus the Applicable Margin) shall be canceled forthwith and (ii) the Contract Rate shall (notwithstanding anything provided in this Agreement 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 shall promptly pay Lender, 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 without limitation, any interest or fees payable by Lender to lenders of funds obtained by it in order to make or maintain the Loan. Upon written demand from Borrower, Agent or Lender shall demonstrate in reasonable detail the 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 Agent or Lender, as certified to Borrower, shall be conclusive absent manifest error. In the event Lender shall determine in its good faith (which determination shall be conclusive and binding upon Borrower) that the aforesaid circumstances no longer exist, the Contract Rate shall be converted back to the LIBOR Rate plus the Applicable Margin commencing on the first day of the Interest Period which occurs at least three (3) days after such determination by Lender.