Common use of Unavailability of Libor Illegality Clause in Contracts

Unavailability of Libor Illegality. (a) If Agent at any time shall determine that for any reason adequate and reasonable means do not exist for ascertaining LIBOR, then Agent shall promptly give notice thereof to Company. If such notice is given and until such notice has been withdrawn by Agent, then (i) no new LIBOR option may be selected by Company, and (ii) any portion of the outstanding principal balance hereof which bears interest determined in relation to LIBOR, subsequent to the end of the Interest Period applicable thereto, shall bear interest determined in relation to the Base Rate. (b) If any law, treaty, rule, regulation or determination of a court or governmental authority or any change therein or in the interpretation or application thereof (each, a "Change in Law") shall make it unlawful for any Bank (A) to make LIBOR options available hereunder, or (B) to maintain interest rates based on LIBOR, then in the former event, any obligation of any Bank to make available such unlawful LIBOR options shall immediately be canceled, and in the latter event, any such unlawful LIBOR-based interest rates then outstanding shall be converted, at any Bank's option, so that interest on the portion of the outstanding principal balance subject thereto is determined in relation to the Base Rate; provided, however, that if any such Change in Law shall permit any LIBOR-based interest rates to remain in effect until the expiration of the Interest Period applicable thereto, then such permitted LIBOR-based interest rates shall continue in effect until the expiration of such Interest Period. Upon the occurrence of any of the foregoing events, Company shall pay to Banks immediately upon demand such amounts as may be necessary to compensate Banks for any fines, fees, charges, penalties or other costs incurred or payable to Banks as a result thereof and which are attributable to any LIBOR options made available to Company hereunder, and any reasonable allocation made by Banks among their operations shall be conclusive and binding upon Company.