Common use of Temporary Unavailability Clause in Contracts

Temporary Unavailability. If in connection with any request for a Loan or a conversion to or continuation thereof: (i) Administrative Agent determines that: (A) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Loan; or (B) adequate and reasonable means do not exist for determining LIBOR (1) for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or (2) in connection with an existing or proposed Base Rate Loan including, without limitation, because LIBOR is not available or published on a current basis and such circumstances are likely to be temporary; or (ii) Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Funding Parties of funding such Loan; then (iii) Administrative Agent will promptly so notify Borrower Parties and each Funding Party; and (iv) as long as no alternative rate described in clause (a)(v) below has been established, then, (A) the obligation of the Funding Parties, as applicable, to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods); and (B) the Floating LIBOR Rate component will no longer be utilized in determining the Base Rate, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice; and (v) notwithstanding the foregoing, if Administrative Agent has made the determination described in clause (a)(i) or clause (a)(ii) above, Administrative Agent, in consultation with Borrower and the Required Lenders and with the consent of the Borrower Parties, may establish an alternative rate to be used in substitution for LIBOR in calculating the interest rate for the impacted Loans, in which case such alternative rate shall apply in calculating interest with respect to the impacted Loans until (A) Administrative Agent revokes the notice delivered with respect to the impacted Loans under clause (a)(i) or (a)(ii) above, (B) Administrative Agent or the Required Lenders notify Administrative Agent and Borrower that such alternative rate does not adequately and fairly reflect the cost to such Funding Parties of funding the impacted Loans, or (C) any Funding Party determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Funding Party or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Funding Party to do any of the foregoing and provides Administrative Agent and Borrower written notice thereof.

Temporary Unavailability. If in connection with Subject to Section 2.13(b), if, (i) prior to the commencement of any request Interest Period for any Term Benchmark Borrowing of a Class or (ii) at any time for a Loan or a conversion to or continuation thereof:RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (i) Administrative Agent determines that: (A) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market case of a Term Benchmark Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that the Adjusted Term Benchmark Rate for the Affected Currency cannot be determined pursuant to the definition thereof for such currency for the applicable amount and Interest Period of such Loan; or (B) adequate and reasonable means do in the case of a RFR Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that the Daily Simple RFR for the Affected Currency cannot exist for determining LIBOR (1) for any requested Interest Period with respect be determined pursuant to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or (2) in connection with an existing or proposed Base Rate Loan including, without limitation, because LIBOR is not available or published on a current basis and such circumstances are likely to be temporarythe definition thereof; or (ii) (A) in the case of a Term Benchmark Borrowing, the Administrative Agent or shall have received notice from the Required Lenders determine of such Class of Commitments that for any reason the Eurocurrency Adjusted Term Benchmark Rate for any requested the Affected Currency for such Interest Period with respect to a proposed Eurocurrency Rate Loan does will not adequately and fairly reflect the cost to such Funding Parties Lenders of funding making or maintaining their respective Loans included in such Loan; then (iii) Administrative Agent will promptly so notify Borrower Parties and each Funding Party; and (iv) as long as no alternative rate described in clause (a)(v) below has been established, then, (A) the obligation of the Funding Parties, as applicable, to make Borrowing for such Interest Period or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods); and (B) in the Floating LIBOR Rate component will no longer be utilized in determining case of a RFR Borrowing, the Base Rate, in each case until Administrative Agent (upon the instruction of shall have received notice from the Required Lenders) revokes such notice; and (v) notwithstanding Multicurrency Lenders that the foregoing, if Administrative Agent has made the determination described in clause (a)(i) or clause (a)(ii) above, Administrative Agent, in consultation with Borrower and the Required Lenders and with the consent of the Borrower Parties, may establish an alternative rate to be used in substitution for LIBOR in calculating the interest rate Daily Simple RFR for the impacted Loans, in which case such alternative rate shall apply in calculating interest with respect to the impacted Loans until (A) Administrative Agent revokes the notice delivered with respect to the impacted Loans under clause (a)(i) or (a)(ii) above, (B) Administrative Agent or the Required Lenders notify Administrative Agent and Borrower that such alternative rate does Affected Currency will not adequately and fairly reflect the cost to such Funding Parties Lenders of funding making or maintaining the impacted LoansLoans included in such RFR Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders as promptly as practicable thereafter identifying the relevant provision above. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the applicable Interest Period, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the Affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (C3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Funding Party Borrowing Request that requests a Term Benchmark Borrowing denominated in the Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any Law has made it unlawfuloutstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that any Governmental Authority has asserted if no election is made by the Borrower by the date that it is unlawful, for such Funding Party or its applicable Lending Office to make, maintain or fund Loans whose interest is determined three Business Days after receipt by reference to such alternative rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority Borrower of such Funding Party to do any notice or, in the case of a Term Benchmark Borrowing, the last day of the foregoing and provides Administrative Agent and current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower written notice thereofshall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Temporary Unavailability. If in connection with Subject to Section 2.13(b), if, (i) prior to the commencement of any request Interest Period for any Term Benchmark Borrowing of a Class or (ii) at any time for a Loan or a conversion to or continuation thereof:RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (i) Administrative Agent determines that: (A) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market case of a Term Benchmark Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that the Adjusted Term Benchmark Rate for the Affected Currency cannot be determined pursuant to the definition thereof for such currency for the applicable amount and Interest Period of such Loan; or (B) adequate and reasonable means do in the case of a RFR Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that the Daily Simple RFR for the Affected Currency cannot exist for determining LIBOR (1) for any requested Interest Period with respect be determined pursuant to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or (2) in connection with an existing or proposed Base Rate Loan including, without limitation, because LIBOR is not available or published on a current basis and such circumstances are likely to be temporarythe definition thereof; or (ii) (A) in the case of a Term Benchmark Borrowing, the Administrative Agent or shall have received notice from the Required Lenders determine of such Class of Commitments that for any reason the Eurocurrency Adjusted Term Benchmark Rate for any requested the Affected Currency for such Interest Period with respect to a proposed Eurocurrency Rate Loan does will not adequately and fairly reflect the cost to such Funding Parties Lenders of funding making or maintaining their respective Loans included in such Loan; then (iii) Administrative Agent will promptly so notify Borrower Parties and each Funding Party; and (iv) as long as no alternative rate described in clause (a)(v) below has been established, then, (A) the obligation of the Funding Parties, as applicable, to make Borrowing for such Interest Period or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods); and (B) in the Floating LIBOR Rate component will no longer be utilized in determining case of a RFR Borrowing, the Base Rate, in each case until Administrative Agent (upon the instruction of shall have received notice from the Required Lenders) revokes such notice; and (v) notwithstanding Multicurrency Lenders that the foregoing, if Administrative Agent has made the determination described in clause (a)(i) or clause (a)(ii) above, Administrative Agent, in consultation with Borrower and the Required Lenders and with the consent of the Borrower Parties, may establish an alternative rate to be used in substitution for LIBOR in calculating the interest rate Daily Simple RFR for the impacted Loans, in which case such alternative rate shall apply in calculating interest with respect to the impacted Loans until (A) Administrative Agent revokes the notice delivered with respect to the impacted Loans under clause (a)(i) or (a)(ii) above, (B) Administrative Agent or the Required Lenders notify Administrative Agent and Borrower that such alternative rate does Affected Currency will not adequately and fairly reflect the cost to such Funding Parties Lenders of funding making or maintaining the impacted LoansLoans included in such RFR Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders as promptly as practicable thereafter identifying the relevant provision above. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the applicable Interest Period, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the Affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be made as a Term Benchmark Borrowing bearing interest at thewith a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affectedAffected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing bearing interest at thewith a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into xxx Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affectedAffected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (C3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Funding Party Borrowing Request that requests a Term Benchmark Borrowing denominated in the Canadian Dollars shall be made as a Term Benchmark Borrowing bearing interest atwith a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any Law has made it unlawfuloutstanding Term Benchmark Borrowing in CADCanadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD atCanadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that any Governmental Authority has asserted if no election is made by the Borrower by the date that it is unlawful, for such Funding Party or its applicable Lending Office to make, maintain or fund Loans whose interest is determined three Business Days after receipt by reference to such alternative rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority Borrower of such Funding Party to do any notice or, in the case of a Term Benchmark Borrowing, the last day of the foregoing and provides Administrative Agent and current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower written notice thereofshall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Temporary Unavailability. If in connection with any request for a Loan or a conversion to or continuation thereof: (i) Administrative Agent determines that: (A) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Loan; or (B) adequate and reasonable means do not exist for determining LIBOR (1) for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or (2) in connection with an existing or proposed Base Rate Loan including, without limitation, because LIBOR is not available or published on a current basis and such circumstances are likely to be temporary; or (ii) Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Funding Parties of funding such Loan; then (iii) Administrative Agent will promptly so notify Borrower Parties and each Funding Party; and (iv) as long as no alternative rate described in clause (a)(v) below has been established, then, (A) then the obligation of the Funding Parties, as applicable, to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods); and (B) the Floating LIBOR Rate component will no longer be utilized in determining the Base Rate, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice; and (v) notwithstanding the foregoing, if Administrative Agent has made the determination described in clause (a)(i) or clause (a)(ii) above, Administrative Agent, in consultation with Borrower and the Required Lenders and with the consent of the Borrower Parties, may establish an alternative rate to be used in substitution for LIBOR in calculating the interest rate for the impacted Loans, in which case such alternative rate shall apply in calculating interest with respect to the impacted Loans until (A) Administrative Agent revokes the notice delivered with respect to the impacted Loans under clause (a)(i) or (a)(ii) above, (B) Administrative Agent or the Required Lenders notify Administrative Agent and Borrower that such alternative rate does not adequately and fairly reflect the cost to such Funding Parties of funding the impacted Loans, or (C) any Funding Party determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Funding Party or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Funding Party to do any of the foregoing and provides Administrative Agent and Borrower written notice thereof.

Temporary Unavailability. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof: thereof that (i) Administrative Agent determines that: (A) Dollar deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan; or , (Bii) adequate and reasonable means do not exist for determining LIBOR (1) for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or (2) in connection with an existing or proposed Base Rate Loan including, without limitation, because LIBOR is not available or published on a current basis and such circumstances are likely to be temporary; or (ii) Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (iii) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Funding Parties Lenders of funding such Loan; then (iii) , the Administrative Agent will promptly so notify the Borrower Parties and each Funding Party; and (iv) as long as no alternative rate described in clause (a)(v) below has been established, thenLender. Thereafter, (Ax) the obligation of the Funding Parties, as applicable, Lenders to make or maintain Eurocurrency Eurodollar Rate Loans shall be suspended, and (y) in the affected currency or currencies shall be suspended (event of a determination described in the preceding sentence with respect to the extent Eurodollar Rate component of the affected Eurocurrency Rate Loans or Interest Periods); and (B) Base Rate, the Floating LIBOR utilization of the Eurodollar Rate component will no longer be utilized in determining the Base RateRate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice; and (v) notwithstanding the foregoing. Upon receipt of such notice, if Administrative Agent has made the determination described in clause (a)(i) or clause (a)(ii) above, Administrative Agent, in consultation with Borrower and the Required Lenders and with the consent of the Borrower Partiesmay revoke any pending request for a Borrowing of, may establish an alternative rate conversion to or continuation of Eurodollar Rate Loans or, failing that, will be used deemed to have converted such request into a request for a Borrowing of Base Rate Loans in substitution for LIBOR in calculating the interest rate for the impacted Loans, in which case such alternative rate shall apply in calculating interest with respect to the impacted Loans until (A) Administrative Agent revokes the notice delivered with respect to the impacted Loans under clause (a)(i) or (a)(ii) above, (B) Administrative Agent or the Required Lenders notify Administrative Agent and Borrower that such alternative rate does not adequately and fairly reflect the cost to such Funding Parties of funding the impacted Loans, or (C) any Funding Party determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Funding Party or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Funding Party to do any of the foregoing and provides Administrative Agent and Borrower written notice thereofamount specified therein.

Temporary Unavailability. If in connection with any request for a Loan or a conversion to or continuation thereof: (i) Administrative Agent determines that: (A) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Loan; or (B) adequate and reasonable means do not exist for determining LIBOR the SOFR Rate (1) for any requested Interest Period with respect to a proposed Eurocurrency Rate Term SOFR Loan (whether denominated in Dollars or an Alternative Currency) or (2) in connection with an existing or proposed Base Rate Daily SOFR Loan including, without limitation, because LIBOR the SOFR Rate is not available or published on a current basis and such circumstances are likely to be temporary; or (ii) Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate Term SOFR for any requested Interest Period with respect to a proposed Eurocurrency Rate Term SOFR Loan does not adequately and fairly reflect the cost to such Funding Parties of funding such Loan; then (iii) Administrative Agent will promptly so notify Borrower Parties and each Funding Party; and (iv) as long as no alternative rate described in clause (a)(v) below has been established, then, (A) the obligation of the Funding Parties, as applicable, to make or maintain Eurocurrency Rate Daily SOFR Loans or Term SOFR Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Term SOFR Loans or Interest Periods); and (B) the Floating LIBOR Rate component will no longer be utilized in determining the Base Rate, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice; and (v) notwithstanding the foregoing, if Administrative Agent has made the determination described in clause (a)(i) or clause (a)(ii) above, Administrative Agent, in consultation with Borrower and the Required Lenders and with the consent of the Borrower Parties, may establish an alternative rate to be used in substitution for LIBOR the SOFR Rate in calculating the interest rate for the impacted Loans, in which case such alternative rate shall apply in calculating interest with respect to the impacted Loans until (A) Administrative Agent revokes the notice delivered with respect to the impacted Loans under clause (a)(i) or (a)(ii) above, (B) Administrative Agent or the Required Lenders notify Administrative Agent and Borrower that such alternative rate does not adequately and fairly reflect the cost to such Funding Parties of funding the impacted Loans, or (C) any Funding Party determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Funding Party or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Funding Party to do any of the foregoing and provides Administrative Agent and Borrower written notice thereof.