Common use of Unavailability Clause in Contracts

Unavailability. If, on or prior to the first day of any Interest Period, (i) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining Eurodollar Loans for such Interest Period (as conclusively certified by such Lenders), the Agent shall give notice thereof to the Borrower and the Lenders as soon as practicable thereafter. Upon delivery of such notice, (A) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (B) any Loans that were to have been converted to or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until the Agent has withdrawn such notice, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Unavailability. (i) If, on or prior to the first day commencement of any Interest Period, Period for a Eurodollar Loan: (iA) the Administrative Agent shall have determined in good faith determines (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period, or ; or (iiB) the Administrative Agent shall have received notice from is advised by the Required Lenders that the Interbank Offered Rate or the Eurodollar Rate determined or to be determined Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to the such Lenders of making or maintaining Eurodollar their Loans for such Interest Period (as conclusively certified by such Lenders), Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as soon promptly as practicable thereafter. Upon delivery of thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such noticenotice no longer exist, (A) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loans requested Loan shall be ineffective and such Loan shall remain or convert to be made on the first day a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Interest Period Loan shall be made as a Base Rate LoansLoan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for loans in the United States at such time, and shall enter into an amendment to this Credit Agreement to reflect such alternate rate of interest and such other related changes to this Credit Agreement as may be applicable. Notwithstanding anything to the contrary in Section 12.6, such amendment shall become effective without any further action or consent of any other party to this Credit Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (Bx) any Loans Notice of Continuation/Conversion that were to have been converted to requests the conversion of any Revolving Loan to, or continued as continuation of any Revolving Loan as, a Eurodollar Loans Loan shall be prepaid by the Borrower or converted to or continued as Base Rate Loans ineffective and (Cy) if any outstanding Notice of Borrowing requests a Eurodollar Loans shall be convertedLoan, on the first day of such Interest Period, to Base Rate Loans. Until the Agent has withdrawn such notice, no further Eurodollar Loans Loan shall be made or continued as such, nor shall the Borrower have the right to convert a Base Rate Loans Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to Eurodollar Loansbe zero for the purposes of this Credit Agreement.

Unavailability. (i) If, on or prior to the first day commencement of any Interest Period, Period for a Term SOFR Loan: (iA) the Administrative Agent shall have determined in good faith determines (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Term SOFR Rate for such Interest Period, or ; or (iiB) the Administrative Agent shall have received notice from is advised by the Required Lenders that the Eurodollar Term SOFR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the such Lenders of making or maintaining Eurodollar their Loans for such Interest Period (as conclusively certified by such Lenders), Period; then the Administrative Agent shall give notice thereof to the Borrower Borrowers and the Lenders by telephone or telecopy as soon promptly as practicable thereafter. Upon delivery of thereafter and, until the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such noticenotice no longer exist, (A) any Eurodollar Loans requested Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Term SOFR Loan shall be ineffective and such Loan shall remain or convert to be made on the first day a Base Rate Loan and (B) if any Notice of Borrowing requests a Term SOFR Loan, such Interest Period Loan shall be made as a Base Rate LoansLoan. (ii) Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (iii) Notwithstanding anything to the contrary herein or in any other Credit Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement or any other Credit Document. (iv) The Administrative Agent will promptly notify the Borrowers and the Lenders of (1) any occurrence of a Benchmark Transition Event, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (vi) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.1, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 4.1. (v) Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (x) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (y) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (vi) Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowers may revoke any request for a borrowing of, conversion to or continuation of Loans that were to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have been converted to such request into a request for a borrowing of or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, conversion to Base Rate Loans. Until During any Benchmark Unavailability Period or at any time that a tenor for the Agent has withdrawn such noticethen-current Benchmark is not an Available Tenor, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert component of Base Rate Loans to Eurodollar Loansbased upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Unavailability. IfIn the event, and on or each occasion, that on the day two (2) Business Days prior to the first day commencement of any Interest PeriodPeriod for a LIBOR Loan of any amount, (i) Interest Period or currency, the Administrative Agent shall have determined in good faith or shall have been notified by the Required Lenders (which determination shall be conclusive and binding upon the Borrowera) that (A) Dollar deposits in the relevant amount in the relevant currency and for the relevant Interest Period are not generally available in the London interbank Eurodollar relevant market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan to any Lender, or (B) by reason of circumstances affecting the relevant market, adequate and that reasonable means do not exist for ascertaining the Eurodollar LIBOR Rate for any such Interest PeriodLoan, or (iib) the Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for rates at which such Interest Period deposits are being offered will not adequately and fairly reflect the cost to the Lenders any Lender of making or maintaining Eurodollar Loans for its LIBOR Loan during such Interest Period (as conclusively certified by such Lenders)Period, the Administrative Agent shall promptly give written or telecopy notice thereof of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a LIBOR Loan of the affected amount, Interest Period or currency, or a conversion to or continuation of a LIBOR Loan of the affected amount, Interest Period or currency shall be deemed rescinded. If the Administrative Agent at any time determines that: (i) the euro has ceased to be utilized as soon as practicable thereafter. Upon delivery the basic accounting unit of such noticethe European Community; (ii) for reasons affecting the market in euros generally, euros are not freely traded between banks internationally; or (Aiii) any Eurodollar Loans requested it is illegal, impossible or impracticable for payments to be made hereunder in euro, then the Administrative Agent may, in its discretion declare (such declaration to be binding on all the first day of such Interest Period parties hereto) that any payment made or to be made thereafter which, but for this provision, would have been payable in the euro shall be made in a component currency of the euro or Dollars (as Base Rate Loans, selected by the Administrative Agent (Bthe “Selected Currency”) any Loans that were and the amount to have been converted to or continued as Eurodollar Loans be so paid shall be prepaid calculated on the basis of the equivalent of the euro in the Selected Currency). Each determination by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans Administrative Agent hereunder shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until the Agent has withdrawn such notice, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to Eurodollar Loansconclusive absent manifest error.

Unavailability. (i) If, on or prior to the first day commencement of any Interest Period, Period for a Eurodollar Loan: (iA) the Administrative Agent shall have determined in good faith determines (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period, or ; or (iiB) the Administrative Agent shall have received notice from is advised by the Required Lenders that the Interbank Offered Rate or the Eurodollar Rate determined or to be determined Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to the such Lenders of making or maintaining Eurodollar their Term Loans for such Interest Period (as conclusively certified by such Lenders), Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as soon promptly as practicable thereafter. Upon delivery of thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such noticenotice no longer exist, (A) any Notice of Continuation/Conversion that requests the conversion of any Term Loan to, or continuation of any Term Loan as, a Eurodollar Loans requested to Loan shall be made on the first day ineffective and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Interest Period Term Loan shall be made as a Base Rate LoansLoan. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Interbank Offered Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for loans in the United States at such time, and shall enter into an amendment to this Credit Agreement to reflect such alternate rate of interest and such other related changes to this Credit Agreement as may be applicable. Notwithstanding anything to the contrary in Section 12.6, such amendment shall become effective without any further action or consent of any other party to this Credit Agreement so long as the Administrative Agent shall not have received, within five Business Days following the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (ii) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (ii), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (A) any Notice of Continuation/Conversion that requests the conversion of any Term Loan to, or continuation of any Term Loan as, a Eurodollar Loan shall be ineffective and (B) if any Loans that were to have been converted to or continued as Notice of Borrowing requests a Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be convertedLoan, on the first day of such Interest Period, to Base Rate Loans. Until the Agent has withdrawn such notice, no further Eurodollar Loans Term Loan shall be made or continued as such, nor shall the Borrower have the right to convert a Base Rate Loans Loan; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to Eurodollar Loansbe zero for the purposes of this Credit Agreement.

Unavailability. If, on or prior to the first day of any Interest Period, (i) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowerBorrowers) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining Eurodollar Loans for such Interest Period (as conclusively certified by such Lenders), the Agent shall give notice thereof to the Borrower Borrowers and the Lenders as soon as practicable thereafter. Upon delivery of such notice, (A) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (B) any Loans that were to have been converted to or continued as Eurodollar Loans shall be prepaid by the Borrower Borrowers or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until the Agent has withdrawn such notice, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert Base Rate Loans to Eurodollar Loans.

Unavailability. If, on or prior to the first day of any Interest PeriodPeriod (as defined in the Supplements evidencing the Loans) for any Loan bearing interest at a fixed rate option calculated on the basis of LIBOR (as defined in the Supplements evidencing the Loans), CoBank shall have determined, in its sole discretion, that (i) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate LIBOR for such Interest Period, or (ii) the Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the CoBank’s cost to the Lenders of making or maintaining Eurodollar Loans for fund balances bearing interest at such Interest Period fixed rate option (as conclusively certified determined by such Lenders)CoBank in its reasonable discretion) increases beyond any corresponding increase in LIBOR or decreases less than any corresponding decrease in LIBOR, the Agent shall give notice thereof to the Borrower and the Lenders CoBank shall, as soon as practicable thereafter. Upon delivery , give notice of such noticedetermination to the Borrower. In the event of any such determination under the foregoing clauses (i) or (ii), until CoBank shall have advised the Borrower that the circumstances giving rise to such notice no longer exist, (Aa) any Eurodollar request by the Borrower for Loans requested bearing interest at any such fixed rate option shall be deemed to be made on a request for a Loan bearing interest at a variable rate option, (b) any request by the first day of Borrower for a Loan to be converted into or continued as a Loan bearing interest at such Interest Period fixed rate option shall be made deemed to be a request for such Loan to be converted into or continued as Base Rate Loansa Loan bearing interest at a variable rate option, and (Bc) any Loans that were to have been be converted to into or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, bearing interest at such fixed rate option on the first day of such an Interest Period, to Base Rate LoansPeriod shall be converted into or continued as Loans bearing interest at a variable rate option. Until the Agent such notice has been withdrawn such noticeby CoBank, no further Eurodollar Loans bearing interest at any such fixed rate option shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans any Loan bearing interest at a variable rate option or at a fixed rate option not calculate on the basis of LIBOR to Eurodollar Loansa Loan bearing interest at such a fixed rate option.

Unavailability. If, If Borrower shall have requested the rate based on or prior to the first day of any Interest Period, (iAdjusted LIBOR Rate in accordance with this subsection 2.1.1(a)(ii) the and Agent shall have determined determined, in good faith (which determination shall be conclusive faith, that Eurodollar deposits equal to the amount of the principal of the requested Revolving Credit LIBOR Rate Loan and binding upon for the Borrower) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and LIBOR Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Periodspecified are unavailable, or (ii) the Agent shall have received notice from the Required Lenders that the Eurodollar rate based on the Adjusted LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost of the Adjusted LIBOR Rate applicable to the Lenders specified LIBOR Interest Period, of making or maintaining Eurodollar Loans for such the principal amount of the requested Revolving Credit LIBOR Rate Loan during the LIBOR Interest Period (as conclusively certified specified, or that by such Lenders)reason of circumstances affecting Eurodollar markets, adequate means do not exist for ascertaining the Agent shall give notice thereof rate based on the Adjusted LIBOR Rate applicable to the Borrower and the Lenders as soon as practicable thereafter. Upon delivery of such notice, (A) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (B) any Loans that were to have been converted to or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, on the first day of such specified LIBOR Interest Period, Agent shall promptly give notice of such determination to Base Borrower that the rate based on the Adjusted LIBOR Rate Loansis not available. Until the A determination, in good faith, by Agent has withdrawn such notice, no further Eurodollar Loans hereunder shall be made prima facie evidence of the correctness of the fact and amount of such additional costs or continued as suchunavailability. Upon such a determination, nor shall (i) the Borrower have the right obligation to convert to, or maintain a Revolving Credit LIBOR Rate Loan at the rate based on the Adjusted LIBOR Rate shall be suspended until Agent shall have notified Borrower that such conditions shall have ceased to exist, and (ii) the portion of the Revolving Credit Loans subject to the request or requested conversion shall accrue interest at the Revolving Credit Base Rate Loans to Eurodollar LoansRate.

Unavailability. If, on or prior to the first day of any Interest PeriodPeriod (as defined in the Supplements evidencing the Loans) for any Loan bearing interest at a fixed rate option calculated on the basis of LIBOR (as defined in the Supplements evidencing the Loans), CoBank shall have determined, in its sole discretion, that (i) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate LIBOR for such Interest Period, or (ii) the Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the CoBank’s cost to the Lenders of making or maintaining Eurodollar Loans for fund balances bearing interest at such Interest Period fixed rate option (as conclusively certified determined by such Lenders)CoBank in its reasonable discretion) increases beyond any corresponding increase in LIBOR or decreases less than any corresponding decrease in LIBOR, the Agent shall give notice thereof to the Borrower and the Lenders CoBank shall, as soon as practicable thereafter. Upon delivery , give notice of such noticedetermination to the Borrower. In the event of any such determination under the foregoing clauses (i) or (ii), until CoBank shall have advised the Borrower that the circumstances giving rise to such notice no longer exist, (Aa) any Eurodollar request by the Borrower for Loans requested bearing interest at any such fixed rate option shall be deemed to be made on a request for a Loan bearing interest at a variable rate option, (b) any request by the first day of Borrower for a Loan to be converted into or continued as a Loan bearing interest at such Interest Period fixed rate option shall be made deemed to be a request for such Loan to be converted into or continued as Base Rate Loansa Loan bearing interest at a variable rate option, and (Bc) any Loans that were to have been be converted to into or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, bearing interest at such fixed rate option on the first day of such an Interest Period, to Base Rate LoansPeriod shall be converted into or continued as Loans bearing interest at a variable rate option. Until the Agent such notice has been withdrawn such noticeby CoBank, no further Eurodollar Loans bearing interest at any such fixed rate option shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans any Loan bearing interest at a variable rate option or at a fixed rate option not calculate on the basis of LIBOR to Eurodollar Loans.a Loan bearing interest at such a fixed rate option. Master Loan Agreement/New Ulm Telecom, Inc. Loan No. RX0583

Unavailability. If, on or (a) If prior to the first day of any Interest Period, (i) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowerBorrowers) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining Eurodollar Loans for such Interest Period (as conclusively certified by such Lenders), the Agent shall give telecopy or telephonic notice thereof to the Borrower Borrowers and the Lenders as soon as practicable thereafter. Upon delivery If such notice is given (i) in respect of such noticeany Eurodollar Loans which are Revolving Loans, (A) any Eurodollar such Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (B) any such Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar such Loans which are Revolving Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans and (ii) in respect of any Eurodollar Loans which are Foreign Currency Loans, (A) any such Loans requested to be made on the first day of such interest Period shall be deemed rescinded and (B) any such Loans shall be repaid in full by Xxxx Europe on the first day of such Interest Period. Until such notice has been withdrawn by the Agent has withdrawn such noticeAgent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower Xxxx have the right to convert Base Rate Loans to Eurodollar Loans. (b) If prior to the first day of any Interest Period, the Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that deposits in Pounds Sterling are not available in the relevant market to any Lender, the Agent shall give telecopy or telephonic notice thereof to Xxxx Europe and the Lenders as soon as practicable thereafter. If such notice is given, (i) any Foreign Currency Loans requested to be made on the first day of such Interest Period shall be deemed rescinded and (ii) any outstanding Foreign Currency Loans shall be repaid in full by Xxxx Europe on the first day of such Interest Period. Until such notice has been withdrawn by the Agent, no further Foreign Currency Loans shall be made or continued. (c) If prior to the issuance of any Foreign Letter of Credit, the Agent shall have determined (which determination shall be conclusive and binding upon Xxxx Europe) that, with respect to the requested Foreign Letter of Credit, Pounds Sterling in the amount of any Lender's participation interest in such Foreign Letter of Credit are not, and/or during the term of such Foreign Letter of Credit will not be, available to any such Lender, then (i) the Agent shall notify Xxxx Europe and the Lenders of such circumstances and (ii) the Issuing Lender shall have no obligation to issue, and the Lenders shall have no obligation to participate in, such Foreign Letter of Credit.

Unavailability. IfSubject to Section 2.13, on or if prior to the first day commencement of any Interest Period, Period for any Borrowing of SOFR Loans: (ia) the Agent shall have determined in good faith determines (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or (Ab) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Agent shall have received notice from the Required Lenders reasonably determine that the Eurodollar Rate determined in connection with any request for a SOFR Loan or to be determined a conversion thereto or a continuation thereof that Term SOFR for such any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Required Lenders have provided notice of such determination to the Agent, then the Agent will promptly so notify the Company and each Lender. Upon notice thereof by the Agent to the Company, any obligation of the Lenders to make or continue SOFR Loans shall be suspended (to the extent of making or maintaining Eurodollar the affected SOFR Loans for such Interest Period (as conclusively certified by such Lenders)and, in the case of a SOFR Loan, the affected Interest Periods) until the Agent shall give notice thereof to the Borrower and the Lenders as soon as practicable thereafterrevokes such notice. Upon delivery receipt of such notice, (Ai) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans and, in the case of a SOFR Loan, the affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any Eurodollar outstanding affected SOFR Loans requested to will be made on the first day of such Interest Period shall be made as Base Rate Loans, (B) any Loans that were deemed to have been converted to or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as into Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, on at the first day end of such the applicable Interest Period, Period to Base Rate Loans. Until the extent that the Agent has withdrawn not revoked such noticenotice at such time. Upon any such conversion, no further Eurodollar Loans the Borrowers shall be made or continued as such, nor shall the Borrower have the right pay any additional amounts required pursuant to convert Base Rate Loans to Eurodollar LoansSection 2.5.

Unavailability. If, on or If prior to the first day commencement of any Interest Period, Period for a Fixed Rate Borrowing: (i) deposits of the applicable Available Currency in the principal amounts of the Fixed Rate Loan comprising such Borrowing are not generally available in the market utilized to determine the applicable Fixed Rate or (ii) the Administrative Agent shall have determined in good faith determines (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Fixed Rate for such Interest Period, or ; or (iiiii) the Administrative Agent shall have received notice from is advised by the Required Lenders (or, with respect to Fixed Rate Swingline Loans, the Swingline Lender) that the Eurodollar Fixed Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the such Lenders (or Lender) of making or maintaining Eurodollar their Loans (or its Loan) included in such Borrowing for such Interest Period (as conclusively certified by such Lenders), Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as soon promptly as practicable thereafter. Upon delivery of thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such noticenotice no longer exist, (Ai) any Eurodollar Loans requested to Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Fixed Rate Borrowing shall be made on the first day of ineffective and (ii) if any Borrowing Request requests a Fixed Rate Borrowing, such Interest Period Borrowing shall be made as Base an ABR dollar Borrowing or, if requested under the Swingline, as a Federal Funds Effective Rate Loans, (B) any Loans that were to have been converted to or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until the Agent has withdrawn such notice, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to Eurodollar Loansdollar Borrowing.

Unavailability. (i) If, on or prior to the first day commencement of any Interest Period, Period for a Eurodollar Loan: (iA) the Administrative Agent shall have determined in good faith determines (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period, or ; or (iiB) the Administrative Agent shall have received notice from is advised by the Required Lenders that the Interbank Offered Rate or the Eurodollar Rate determined or to be determined Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to the such Lenders of making or maintaining Eurodollar their Loans for such Interest Period (as conclusively certified by such Lenders), Period; then the Administrative Agent shall give notice thereof to the Borrower Borrowers and the Lenders by telephone or telecopy as soon promptly as practicable thereafter. Upon delivery of thereafter and, until the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such noticenotice no longer exist, (A) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loans requested Loan shall be ineffective and such Loan shall remain or convert to be made on the first day a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Interest Period Loan shall be made as a Base Rate LoansLoan. (ii) Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (iii) Notwithstanding anything to the contrary herein or in any other Credit Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document; provided that, this clause (iii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrowers a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after the occurrence of a Term SOFR Transition Event and may do so in its sole discretion. (iv) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement or any other Credit Document. (v) The Administrative Agent will promptly notify the Borrowers and the Lenders of (1) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (vi) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.1, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 4.1. (vi) Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR or the Eurodollar Rate) and either (x) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (y) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (vii) Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowers may revoke any request for a Borrowing of, conversion to or continuation of Loans that were to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have been converted to such request into a request for a Borrowing of or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, conversion to Base Rate Loans. Until During any Benchmark Unavailability Period or at any time that a tenor for the Agent has withdrawn such noticethen-current Benchmark is not an Available Tenor, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert component of Base Rate Loans to Eurodollar Loansbased upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Unavailability. IfIf Borrower shall have requested the rate based on the Adjusted LIBOR Rate in accordance with this Section 2.1.1(a)(I) and Lender shall have determined, on or prior in good faith, that Eurodollar deposits equal to the first day amount of any Interest Period, (i) the Agent shall have determined in good faith (which determination shall be conclusive principal of the requested LIBOR Rate Loan and binding upon for the Borrower) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and LIBOR Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Periodspecified are unavailable, or (ii) the Agent shall have received notice from the Required Lenders that the Eurodollar rate based on the Adjusted LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost of the Adjusted LIBOR Rate applicable to the Lenders specified LIBOR Interest Period, of making or maintaining Eurodollar Loans for such the principal amount of the requested LIBOR Rate Loan during the LIBOR Interest Period (as conclusively certified specified, or that by such Lenders)reason of circumstances affecting Eurodollar markets, adequate means do not exist for ascertaining the Agent shall give notice thereof rate based on the Adjusted LIBOR Rate applicable to the Borrower and the Lenders as soon as practicable thereafter. Upon delivery of such notice, (A) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (B) any Loans that were to have been converted to or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, on the first day of such specified LIBOR Interest Period, Lender shall promptly give notice of such determination to Base Borrower that the rate based on the Adjusted LIBOR Rate Loansis not available. Until the Agent has withdrawn such noticeA determination, no further Eurodollar Loans in good faith, by Lender hereunder shall be made prima facie evidence of the correctness of the fact and amount of such additional costs or continued as suchunavailability. Upon such a determination, nor shall (i) the Borrower have the right obligation to convert Base to, or maintain a LIBOR Rate Loan at the rate based on the Adjusted LIBOR Rate shall be suspended until Lender shall have notified Borrower that such conditions shall have ceased to exist, and (ii) the portion of the Loans subject to Eurodollar Loans.the request or requested conversion shall accrue interest at the

Unavailability. IfIfSubject to Section 2.14, on or if prior to the first day commencement of any Interest Period, Period for any Borrowing of EurodollarSOFR Loans: (ia) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower) determines that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and currency (in the applicable amounts) are not being offered to it in the eurocurrency interbank market for such Interest Period of a requested Eurodollar Loan Period, or (B) that by reason of circumstances affecting the relevant market, interbank eurocurrency market adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Periodapplicable LIBOR(which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or or (iib) the Agent shall have received notice from the Required Lenders notify the Agent that (i) LIBOR as determined by the Eurodollar Rate determined Agent willreasonably determine that in connection with any request for a SOFR Loan or to be determined a conversion thereto or a continuation thereof that Term SOFR for such any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to the such Lenders of making or maintaining funding their Eurodollar Loans in the currency in question for such Interest Period or (ii) that the making or funding of Eurodollar Loans in the relevant currency has become impracticable, in either case as conclusively certified by a result of an event occurring after the date hereof which in the opinion of such Lenders)Lenders materially adversely affects such Loanssuch Loan, and the Required Lenders have provided notice of such determination to the Agent, then and in any such event the Agent shall not less than two days prior to the commencement of such Interest Period, give notice thereof to the Borrower Company and the Lenders, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Loans in the currency so affected or to make Eurodollar Loans (as soon as practicable thereafterapplicable) shall be suspendedthe Agent will promptly so notify the Company and each Lender. Upon delivery notice thereof by the Agent to the Company, any obligation of the Lenders to make or continue SOFR Loans shall be suspended (to the extent of the affected SOFR Loans and, in the case of a SOFR Loan, the affected Interest Periods) until the Agent revokes such notice. Upon receipt of such notice, (Ai) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans and, in the case of a SOFR Loan, the affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any Eurodollar outstanding affected SOFR Loans requested to will be made on the first day of such Interest Period shall be made as Base Rate Loans, (B) any Loans that were deemed to have been converted to or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as into Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, on at the first day end of such the applicable Interest Period, Period to Base Rate Loans. Until the extent that the Agent has withdrawn not revoked such noticenotice at such time. Upon any such conversion, no further Eurodollar Loans the Borrowers shall be made or continued as such, nor shall the Borrower have the right pay any additional amounts required pursuant to convert Base Rate Loans to Eurodollar LoansSection 2.5.

Unavailability. IfIn the event, and on or each occasion, that on the day two (2) Business Days prior to the first day commencement of any Interest PeriodPeriod for a LIBOR Loan of any amount, (i) Interest Period or currency, the Administrative Agent shall have determined in good faith or shall have been notified by the Required Lenders (which determination shall be conclusive and binding upon the Borrowera) that (A) Dollar deposits in the relevant amount in the relevant currency and for the relevant Interest Period are not generally available in the London interbank Eurodollar relevant market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan to any Lender, or (B) by reason of circumstances affecting the relevant market, adequate and that reasonable means do not exist for ascertaining the Eurodollar LIBOR Rate for any such Interest PeriodLoan, or (iib) the Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for rates at which such Interest Period deposits are being offered will not adequately and fairly reflect the cost to the Lenders any Lender of making or maintaining Eurodollar Loans for its LIBOR Loan during such Interest Period (as conclusively certified by such Lenders)Period, the Administrative Agent shall promptly give written or telecopy notice thereof of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a LIBOR Loan of the affected amount, Interest Period or currency, or a conversion to or continuation of a LIBOR Loan of the affected amount, Interest Period or currency shall be deemed rescinded. If the Administrative Agent at any time determines that: (i) the euro has ceased to be utilized as soon as practicable thereafter. Upon delivery the basic accounting unit of such noticethe European Community; (ii) for reasons affecting the market in euros generally, euros are not freely traded between banks internationally; or (Aiii) any Eurodollar Loans requested it is illegal, impossible or impracticable for payments to be made hereunder in euro, then the Administrative Agent may, in its discretion declare (such declaration to be binding on all the first day of such Interest Period parties hereto) that any payment made or to be made thereafter which, but for this provision, would have been payable in the euro shall be made in a component currency of the euro or Dollars (as Base Rate Loans, selected by the Administrative Agent (Bthe “Selected Currency”‘) any Loans that were and the amount to have been converted to or continued as Eurodollar Loans be so paid shall be prepaid calculated on the basis of the equivalent of the euro in the Selected Currency). Each determination by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans Administrative Agent hereunder shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until the Agent has withdrawn such notice, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to Eurodollar Loansconclusive absent manifest error.

Unavailability. (i) If, on or prior to the first day commencement of any Interest Period, Period for a Eurodollar Loan: (iA) the Administrative Agent shall have determined in good faith determines (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period, or ; or (iiB) the Administrative Agent shall have received notice from is advised by the Required Lenders that the Interbank Offered Rate or the Eurodollar Rate determined or to be determined Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to the such Lenders of making or maintaining Eurodollar their Loans for such Interest Period (as conclusively certified by such Lenders), Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as soon promptly as practicable thereafter. Upon delivery of thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such noticenotice no longer exist, (A) any Notice of Continuation/Conversion that requests the conversion of any Loan to, or continuation of any Loan as, a Eurodollar Loans requested Loan shall be ineffective and such Loan shall remain or convert to be made on the first day a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Interest Period Loan shall be made as a Base Rate LoansLoan. (ii) Notwithstanding anything to the contrary herein or in any other Credit Document: (A) On March 5, 2021 the FCA, the regulatory supervisor of Eurodollar Rate’s administrator, the IBA, announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12- month Eurodollar Rate tenor settings. On the earlier of (1) the date that all Available Tenors of Eurodollar Rate have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (2) the Early Opt-in Effective Date, if the then-current Benchmark is Eurodollar Rate, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Credit Agreement or any other Credit Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis. (B) Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that were would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have been converted any such request into a request for a borrowing of or conversion to or continued as Eurodollar Loans shall ABR Loans. During the period referenced in the foregoing sentence, the component of ABR based upon the Benchmark will not be prepaid by the Borrower or converted to or continued as Base Rate Loans and used in any determination of ABR. (C) any outstanding Eurodollar Loans shall be convertedIn connection with the implementation and administration of a Benchmark Replacement, on the first day of such Interest Period, to Base Rate Loans. Until the Administrative Agent has withdrawn such notice, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower will have the right to convert Base Rate Loans make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement. (D) The Administrative Agent will promptly notify the Borrower and the Lenders of (1) the implementation of any Benchmark Replacement and (2) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section. (E) At any time (including in connection with the implementation of a Benchmark Replacement), (1) if the then-current Benchmark is a term rate (including Term SOFR or Eurodollar LoansRate), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (2) the Administrative Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.

Unavailability. (i) If, on or prior to the first day commencement of any Interest Period, Period for a Term SOFR Loan: (iA) the Administrative Agent shall have determined in good faith determines (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Term SOFR Rate for such Interest Period, or ; or (iiB) the Administrative Agent shall have received notice from is advised by the Required Lenders that the Eurodollar Term SOFR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the such Lenders of making or maintaining Eurodollar their Loans for such Interest Period (as conclusively certified by such Lenders), Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as soon promptly as practicable thereafter. Upon delivery of thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such noticenotice no longer exist, (A) any Eurodollar Loans requested Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Term SOFR Loan shall be ineffective and such Loan shall remain or convert to be made on the first day a Base Rate Loan and (B) if any Notice of Borrowing requests a Term SOFR Loan, such Interest Period Loan shall be made as a Base Rate LoansLoan. (ii) Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (iii) Notwithstanding anything to the contrary herein or in any other Credit Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement or any other Credit Document. (iv) The Administrative Agent will promptly notify the Borrower and the Lenders of (1) any occurrence of a Benchmark Transition Event (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (vi) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.1, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 4.1. (v) Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (x) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (y) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (vi) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans that were to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have been converted to such request into a request for a borrowing of or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, conversion to Base Rate Loans. Until During any Benchmark Unavailability Period or at any time that a tenor for the Agent has withdrawn such noticethen-current Benchmark is not an Available Tenor, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert component of Base Rate Loans to Eurodollar Loansbased upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Unavailability. (i) If, on or prior to the first day commencement of any Interest Period, Period for a Eurodollar Loan: (iA) the Administrative Agent shall have determined in good faith determines (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Interbank Offered Rate or the Eurodollar Rate, as applicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period, or ; or (iiB) the Administrative Agent shall have received notice from is advised by the Required Lenders that the Interbank Offered Rate or the Eurodollar Rate determined or to be determined Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to the such Lenders of making or maintaining Eurodollar their Loans for such Interest Period (as conclusively certified by such Lenders), Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as soon promptly as practicable thereafter. Upon delivery of thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such noticenotice no longer exist, (A) any Notice of Continuation/Conversion that requests the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loans requested Loan shall be ineffective and such Loan shall remain or convert to be made on the first day a Base Rate Loan and (B) if any Notice of Borrowing requests a Eurodollar Loan, such Interest Period Loan shall be made as a Base Rate LoansLoan. (ii) Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (iii) Notwithstanding anything to the contrary herein or in any other Credit Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Credit Document; provided that, this clause (iii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after the occurrence of a Term SOFR Transition Event and may do so in its sole discretion. (iv) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement or any other Credit Document. (v) The Administrative Agent will promptly notify the Borrower and the Lenders of (1) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (vi) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.1, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 4.1. (vi) Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR or the Eurodollar Rate) and either (x) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (y) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (vii) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans that were to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have been converted to such request into a request for a borrowing of or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, conversion to Base Rate Loans. Until During any Benchmark Unavailability Period or at any time that a tenor for the Agent has withdrawn such noticethen-current Benchmark is not an Available Tenor, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert component of Base Rate Loans to Eurodollar Loansbased upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Unavailability. If, If Borrower shall have requested the rate based on or prior to the first day of any Interest Period, Adjusted LIBOR Rate in accordance with this Section 2.1.1 (a) (i) the Agent and Lender shall have determined reasonably determined, in good faith (which determination shall be conclusive faith, that Eurodollar deposits equal to the amount of the principal of the requested LIBOR Rate Loan and binding upon for the Borrower) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and LIBOR Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Periodspecified are unavailable, or (ii) the Agent shall have received notice from the Required Lenders that the Eurodollar rate based on the Adjusted LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost of the Adjusted LIBOR Rate applicable to the Lenders specified LIBOR Interest Period, of making or maintaining Eurodollar Loans for such the principal amount of the requested LIBOR Rate Loan during the LIBOR Interest Period (as conclusively certified specified, or that by such Lenders)reason of circumstances affecting Eurodollar markets, adequate means do not exist for ascertaining the Agent shall give notice thereof rate based on the Adjusted LIBOR Rate applicable to the Borrower and the Lenders as soon as practicable thereafter. Upon delivery of such notice, (A) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (B) any Loans that were to have been converted to or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, on the first day of such specified LIBOR Interest Period, Lender shall promptly give notice of such determination to Base Borrower that the rate based on the Adjusted LIBOR Rate Loansis not available. Until A determination, in good faith, by Lender hereunder shall, absent manifest error, be prima facie evidence of the Agent has withdrawn correctness of the fact and amount of such noticeadditional costs or unavailability. Upon such a determination, no further Eurodollar Loans (i) the obligation to convert to, or maintain a LIBOR Rate Loan at the rate based on the Adjusted LIBOR Rate shall be made suspended until Lender, shall have notified Borrower that such conditions shall have ceased to exist, and (ii) the portion of the Loans subject to the request or continued as such, nor requested conversion shall accrue interest at the Borrower have the right to convert Base Rate Loans to Eurodollar LoansFloating Rate.

Unavailability. If, on or prior to the first day of any Interest Period, (i) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining Eurodollar 41 Spectra Energy Partners OLP, LP Loans for such Interest Period (as conclusively certified by such Lenders), the Agent shall give notice thereof to the Borrower and the Lenders as soon as practicable thereafter. Upon delivery of such notice, (A) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (B) any Loans that were to have been converted to or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, converted on the first day date of such Interest Period, notice to Base Rate Loans. Until the Agent has withdrawn such notice, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Unavailability. If, on or prior to the first day of any Interest Period, (i) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining Eurodollar Loans for such Interest Period (as conclusively certified by such Lenders), the Agent shall give notice thereof to the Borrower and the Lenders as soon as practicable thereafter. Upon delivery of such notice, (A) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (B) any Loans that were to have been converted to or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, converted on the first day date of such Interest Period, notice to Base Rate Loans. Until the Agent has withdrawn such notice, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Unavailability. If, on or If prior to the first day commencement of any Interest Period, Period for a Fixed Rate Borrowing: (i) deposits of the applicable Major Currency in the principal amounts of the Fixed Rate Loan comprising such Borrowing are not generally available in the market utilized to determine the applicable Fixed Rate or (ii) the Administrative Agent shall have determined in good faith determines (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Fixed Rate for such Interest Period, or ; or (iiiii) the Administrative Agent shall have received notice from is advised by the Required Lenders (or, with respect to Fixed Rate Swingline Loans, the Swingline Lender) that the Eurodollar Fixed Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the such Lenders (or Lender) of making or maintaining Eurodollar their Loans (or its Loan) included in such Borrowing for such Interest Period (as conclusively certified by such Lenders), Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as soon promptly as practicable thereafter. Upon delivery of thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such noticenotice no longer exist, (Ai) any Eurodollar Loans requested to Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Fixed Rate Borrowing shall be made on the first day of ineffective and (ii) if any Borrowing Request requests a Fixed Rate Borrowing, such Interest Period Borrowing shall be made as Base an ABR dollar Borrowing or, if requested under the Swingline, as a Federal Funds Effective Rate Loans, (B) any Loans that were to have been converted to or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until the Agent has withdrawn such notice, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to Eurodollar Loansdollar Borrowing.

Unavailability. If, on or If prior to the first day commencement of any Interest Period, Period for a Fixed Rate Borrowing: (i) deposits of the applicable Available Currency in the principal amounts of the Fixed Rate Swingline Loan comprising such Borrowing are not generally available in the market utilized to determine the applicable Fixed Rate or (ii) the Administrative Agent shall have determined in good faith determines (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Fixed Rate for such Interest Period, or ; or (iiiii) the Administrative Agent shall have received notice from is advised by the Required Lenders (or, with respect to Fixed Rate Swingline Loans, the Swingline Lender) that the Eurodollar Fixed Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the such Lenders (or Lender) of making or maintaining Eurodollar their Loans (or its Loan) included in such Borrowing for such Interest Period (as conclusively certified by such Lenders), Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as soon promptly as practicable thereafter. Upon delivery of thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such noticenotice no longer exist, (Ai) any Eurodollar Loans requested to Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Fixed Rate Borrowing shall be made on the first day of ineffective and (ii) if any Borrowing Request requests a Fixed Rate Borrowing, such Interest Period Borrowing shall be made as Base an ABR dollar Borrowing or, if requested under the Swingline, as a Federal Funds Effective Rate Loans, (B) any Loans that were to have been converted to or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until the Agent has withdrawn such notice, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to Eurodollar Loansdollar Borrowing.

Unavailability. If, on or If prior to the first day commencement of any Interest Period, Period for a Fixed Rate Borrowing: (i) deposits of the applicable Major Currency in the principal amounts of the Fixed Rate Loan comprising such Borrowing are not generally available in the market utilized to determine the applicable Fixed Rate or (ii) the Administrative Agent shall have determined in good faith determines (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Adjusted Fixed Rate, the LIBOR rate or other Fixed Rate, as applicable (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis) for any Major Currency for such Interest Period, or ; or (iiiii) the Administrative Agent shall have received notice from is advised by a Majority in Interest of Lenders of such Class (or, with respect to Fixed Rate Swingline Loans, the Required Lenders Swingline Lender) that the Eurodollar Fixed Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the such Lenders (or Lender) of making or maintaining Eurodollar their Loans (or its Loan) included in such Borrowing for such Interest Period (as conclusively certified by such Lenders), Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders of such Class by telephone or facsimile as soon promptly as practicable thereafter. Upon delivery thereafter and, until the Administrative Agent notifies the Borrower and the Lenders of such noticeClass that the circumstances giving rise to such notice no longer exist, (Ai) any Eurodollar Loans requested to be made on Interest Election Request that requests the first day conversion of any Borrowing of such Interest Period Class to, or continuation of any Borrowing of such Class as, a Fixed Rate Borrowing shall be made as Base Rate Loansineffective, (Bii) any Loans that were to have been converted to or if such Borrowing is requested in Dollars, such Borrowing shall be continued as Eurodollar Loans or treated as a request for an ABR Dollar Borrowing and (iii) if such Borrowing is requested in any non-Dollar currency, then the Fixed Rate for such Fixed Rate Borrowing shall be prepaid by at the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until the Agent has withdrawn such notice, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to Eurodollar LoansCF Rate.

Unavailability. IfIf Borrowers shall have requested the rate based on the Adjusted LIBOR Rate in accordance with this Section 2.1.1(a)(i) and Lender shall have determined, on or prior in good faith, that Eurodollar deposits equal to the first day amount of any Interest Period, (i) the Agent shall have determined in good faith (which determination shall be conclusive principal of the requested LIBOR Rate Loan and binding upon for the Borrower) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and LIBOR Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Periodspecified are unavailable, or (ii) the Agent shall have received notice from the Required Lenders that the Eurodollar rate based on the Adjusted LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost of the Adjusted LIBOR Rate applicable to the Lenders specified LIBOR Interest Period, of making or maintaining Eurodollar Loans for such the principal amount of the requested LIBOR Rate Loan during the LIBOR Interest Period (as conclusively certified specified, or that by such Lenders)reason of circumstances affecting Eurodollar markets, adequate means do not exist for ascertaining the Agent rate based on the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period, Lender shall promptly give notice thereof of such determination to Borrowers that the rate based on the Adjusted LIBOR Rate is not available. A determination, in good faith, by Lender hereunder shall be prima facie evidence of the correctness of the fact and amount of such additional costs or unavailability. Upon such a determination, (i) the obligation to convert to, or maintain a LIBOR Rate Loan at the rate based on the Adjusted LIBOR Rate shall be suspended until Lender shall have notified Borrowers that such conditions shall have ceased to exist, and (ii) the portion of the Loans subject to the Borrower and request or requested conversion shall accrue interest at the Lenders as Floating Rate. As soon as practicable thereafter. Upon delivery after the Adjusted LIBOR Rate again becomes available for an existing or requested LIBOR Rate Loan, Lender shall notify Borrowers of such notice, (A) any Eurodollar Loans requested to be made on the first day of such Interest Period availability and Borrowers shall be made as Base Rate Loans, (B) any Loans that were to have been converted to or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until the Agent has withdrawn such notice, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right option to convert Base direct Lender to convert, or maintain, as the case may be, a LIBOR Rate Loans to Eurodollar LoansLoan at the Adjusted LIBOR Rate in the manner provided herein.

Unavailability. If, on or If prior to the first day commencement of any Interest Period, Period for a Fixed Rate Borrowing: (i) deposits of the applicable Major Currency in the principal amounts of the Fixed Rate Loan comprising such Borrowing are not generally available in the market utilized to determine the applicable Fixed Rate or (ii) the Administrative Agent shall have determined in good faith determines (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Adjusted Fixed Rate, the LIBOR rate or other Fixed Rate, as applicable (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis) for any Major Currency for such Interest Period, or ; or (iiiii) the Administrative Agent shall have received notice from is advised by the Required Lenders (or, with respect to Fixed Rate Swingline Loans, the Swingline Lender) that the Eurodollar Fixed Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the such Lenders (or Lender) of making or maintaining Eurodollar their Loans (or its Loan) included in such Borrowing for such Interest Period (as conclusively certified by such Lenders), Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as soon promptly as practicable thereafter. Upon delivery of thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such noticenotice no longer exist, (Ai) any Eurodollar Loans Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Fixed Rate Borrowing shall be ineffective, (ii) if such Borrowing is requested to be made on the first day of in Dollars, such Interest Period Borrowing shall be made as Base an ABR Dollar Borrowing and (iii) if such Borrowing is requested in any non-Dollar currency, then the Fixed Rate Loans, (B) any Loans that were to have been converted to or continued as Eurodollar Loans for such Fixed Rate Borrowing shall be prepaid by at the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until the Agent has withdrawn such notice, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to Eurodollar LoansCF Rate.

Unavailability. If, on or (a) If prior to the first day of any Interest Period, (i) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowerBorrowers) that (A) Dollar deposits are not generally available in the London interbank Eurodollar market in the applicable principal amounts and Interest Period of a requested Eurodollar Loan or (B) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining Eurodollar Loans for such Interest Period (as conclusively certified by such Lenders), the Agent shall give telecopy or telephonic notice thereof to the Borrower Borrowers and the Lenders as soon as practicable thereafter. Upon delivery If such notice is given (i) in respect of such noticeany Eurodollar Loans which are Revolving Loans, (A) any Eurodollar such Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (B) any such Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be prepaid by the Borrower or converted to or continued as Base Rate Loans and (C) any outstanding Eurodollar such Loans which are Revolving Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans and (ii) in respect of any Eurodollar Loans which are Foreign Currency Loans, (A) any such Loans requested to be made on the first day of such Interest Period shall be deemed rescinded and (B) any such Loans shall be repaid in full by Xxxx Europe or Xxxx BV, as applicable, on the first day of such Interest Period. Until such notice has been withdrawn by the Agent has withdrawn such noticeAgent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower Xxxx have the right to convert Base Rate Loans to Eurodollar Loans. (b) If prior to the first day of any Interest Period, the Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that deposits in any Available Foreign Currency are not available in the relevant market to any Lender, the Agent shall give telecopy or telephonic notice thereof to Xxxx Europe, Xxxx BV and the Lenders as soon as practicable thereafter. If such notice is given, (i) any Foreign Currency Loans denominated in such Available Foreign Currency requested to be made on the first day of such Interest Period shall be deemed rescinded and (ii) any outstanding Foreign Currency Loans denominated in such Available Foreign Currency shall be repaid in full by Xxxx Europe or Xxxx BV, as applicable, on the first day of such Interest Period. Until such notice has been withdrawn by the Agent, no further Foreign Currency Loans denominated in such Available Foreign Currency shall be made or continued, and no Foreign Letters of Credit denominated in such Available Foreign Currency shall be issued or extended. (c) If prior to the issuance of any Foreign Letter of Credit, the Agent shall have determined (which determination shall be conclusive and binding upon Xxxx Europe and Xxxx BV) that, with respect to the requested Foreign Letter of Credit, the applicable Available Foreign Currency in the amount of any Lender's participation interest in such Foreign Letter of Credit is not, and/or during the term of such Foreign Letter of Credit will not be, available to any such Lender, then (i) the Agent shall notify Xxxx Europe, Xxxx BV and the Lenders of such circumstances and (ii) the Issuing Lender shall have no obligation to issue, and the Lenders shall have no obligation to participate in, such Foreign Letter of Credit.