Common use of Temporary Inability Clause in Contracts

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in US Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in US Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(Aa)(1)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required affected Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required affected Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan or (3) a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) (in each case with respect to this clause (a)(i)(A) above), “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of any determination by the Required Lenders described in clause (a)(i)(B) above, until the Administrative Agent, upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Revolving Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.a

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)(i)(A) above), “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(Ai)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (a) (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, (AAi) the Administrative Agent determines that (11A) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (22B) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)(i)(A) above, “Impacted Loans”), or (BBii) the Administrative Agent or the Required affected Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), ) and (y) in the event of a determination 134956965_3 144235732_5 described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) affected Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Committed Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Committed Loan, or (2) (x) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (whether denominated in Dollars or an Alternative Currency) and (y) the circumstances described in Section 3.03(c)(i) do not apply (in each case with respect to this clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Committed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Committed Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Committed Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Committed Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the (or, in the case of a determination by the Required Lenders described in clause (i)(B) of Section 3.03(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Committed Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Committed Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each 118711003_9 case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b2.14(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) (a) deposits (whether in US Dollars or an Alternative any Designated Foreign Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (yb) in the case of a Singapore Dollar Enabled Revolving Loan, deposits in Singapore Dollars are not being offered to banks in the Singapore interbank market for the applicable amount and Interest Period of such Daily Floating LIBOR Rate LoanSingapore Dollar Enabled Loans, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate ABR Loan (in each case with respect to clause (a)(i)(Ai)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Alternate Base Rate, the utilization of the Eurocurrency Rate component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company any Borrower may revoke any pending request for a Eurocurrency Borrowing of, or conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate ABR Loans in the amount specified therein.

Temporary Inability. (i) Except i)Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate EurocurrencyTerm SOFR Loan or Daily Floating LIBOR an Alternative Currency Term Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate EurocurrencyTerm SOFR Loan or (y) for the applicable amount of such Daily Floating LIBOR Alternative Currency Term Rate Loan, or (2) adequate and reasonable means do not exist for determining Term SOFR or the Eurocurrency Rate or Daily Floating LIBOR Eurocurrencyapplicable Alternative Currency Term Rate for any requested Interest Period with respect to a proposed Eurocurrency EurocurrencyTerm SOFR Loan or Alternative Currency Term Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan), as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR or the Eurocurrency EurocurrencyAlternative Currency Term Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate EurocurrencyTerm SOFR Loan or the Daily Floating LIBOR Alternative Currency Term Rate with respect to a proposed Daily Floating LIBOR Rate Loan Loan, as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate EurocurrencyTerm SOFR Loan or Daily Floating LIBOR Alternative Currency Term Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate EurocurrencyTerm SOFR Loans or Daily Floating LIBOR Alternative Currency Term Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Term SOFR Loans or Alternative Currency Term Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate RateTerm SOFR component of the Base Rate, the utilization of the Eurocurrency Rate RateTerm SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of any determination by the Required Lenders described in clause (a)(i)(B) above, until the Administrative Agent, upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company (or the applicable Designated Borrower) may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency EurocurrencyTerm SOFR Loans or Alternative Currency Term Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR EurocurrencyTerm SOFR Loans or Alternative Currency Term Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of (or conversion to) (i) with respect to Loans denominated in Dollars, Base Rate Loans in the amount specified thereintherein and (ii) with respect to Loans denominated in any Alternative Currency, Loans bearing interest at an alternative interest rate applicable to such Loans as may be reasonably established by the Administrative Agent, in consultation with the Company and the affected Lenders, that reflects the all-in-cost of funds to the affected Lenders.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(bsubsection 4.5(b), if in connection with any request for a Eurocurrency Loan, XXXXX Daily Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan or such XXXXX Daily Rate Loan, or (2) (x) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Loan, or the XXXXX Daily Rate or Daily Floating LIBOR Rate for any XXXXX Daily Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in subsection 4.5(b)(i)(A) do not apply, or (3) a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) (in each case with respect to this clause (a)(i)(A) above), “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency), the Daily Floating LIBOR Rate with respect to a proposed any Daily Floating LIBOR Rate Loan or the XXXXX Daily Rate with respect to any Revolving Credit Loan in Sterling does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Loan, XXXXX Daily Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Loans, XXXXX Daily Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Loans, XXXXX Daily Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of any determination by the Required Lenders described in clause (a)(i)(B) above, until the Administrative Agent, upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Company (or the applicable Designated Borrower) may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Loans, XXXXX Daily Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Loans, XXXXX Daily Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified thereintherein and (y) (A) any outstanding affected Eurocurrency Loans or Daily Floating LIBOR Rate Loans denominated in Dollars will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period and (B) any outstanding affected Eurocurrency Loans denominated in an Alternative Currency or any XXXXX Daily Rate Loans, at the Company’s election, shall either (1) be converted into a Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding XXXXX Daily Rate Loans (immediately) or Eurocurrency Loans (at the end of the applicable Interest Period) or (2) be prepaid in full (immediately, or at the end of the applicable Interest Period with respect to Eurocurrency Loans, as applicable); provided that if no election is made by the Company by the earlier of (X) the date that is three Business Days after receipt by the Company of such notice and (Y) the last day of the current Interest Period for the applicable Eurocurrency Loan, the Company shall be deemed to have elected clause (1) above.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect 100 the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of (or conversion to) (i) with respect to Loans denominated in Dollars, Base Rate Loans in the amount specified thereintherein and (ii) with respect to Loans denominated in any Alternative Currency, Loans bearing interest at an alternative interest rate applicable to such Loans as may be established by the Administrative Agent, in consultation with the Company and the affected Lenders, that reflects the all-in-cost of funds to the affected Lenders.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Committed Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Committed Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Committed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Committed Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Committed Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Committed Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Committed Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Committed Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Toro and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company Toro may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended suspended, (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of any determination by the Required Lenders described in clause (a)(i)(B) above, until the Administrative Agent, upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company (or the applicable Designated Borrower) may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of (or conversion to) (i) with respect to Loans denominated in Dollars, Base Rate Loans in the amount specified thereintherein and (ii) with respect to Loans denominated in any Alternative Currency, Loans bearing interest at an alternative interest rate applicable to such Loans as may be reasonably established by the Administrative Agent, in consultation with the Company and the affected Lenders, that reflects the all-in-cost of funds to the affected Lenders.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of (or conversion to) (i) with respect to Loans denominated in Dollars, Base Rate Loans in the amount specified thereintherein and (ii) with respect to Loans denominated in any Alternative Currency, Loans bearing interest at an alternative interest rate applicable to such Loans as may be established by the Administrative Agent, in consultation with the Company and the affected Lenders, that reflects the all-in-cost of funds to the affected Lenders.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required affected Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) affected Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to 103167989_7 the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(Ai)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (Bb) the Administrative Agent Required Revolving Credit Lenders (in the case of the Revolving Credit Facility) or the Required Term Loan Lenders (in the case of the Term Loan Facility) determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required LendersRevolving Credit Lenders (in the case of the Revolving Credit Facility) or the Required Term Loan Lenders (in the case of the Term Loan Facility) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) under the appropriate Facility, or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in Dollars in the amount specified thereintherein (in the case of any request for a Borrowing of Eurocurrency Rate Loans) or a request for a conversion to Base Rate Loans in the amount specified therein (in the case of any request for a conversion to or continuation of Eurocurrency Rate Loans).

Temporary Inability. (a) (i) Except in the case of circumstances described in Section 3.03(b), if ifIf in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (AAi) the Administrative Agent determines that (11A) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore offshoreLondon interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Loan, or (22B) (x) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (whether denominated in Dollars or an Alternative Currency) and (y) the circumstances described in Section 3.03(c)(i) do not apply (in each case with respect to this clause (a)(i)(A) above, “Impacted Loans”), or (BBii) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent upon the(or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (i) lix.Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required affected Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) affected Lenders revokes such notice. Upon receipt of such notice, the Company Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (a) (i) Except in the case of circumstances described in Section 3.03(b3.03(bc), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan or a conversion to or continuation thereof, as applicable, (AAi) the Administrative Agent determines that (11A) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Eurodollar Rate Loan, or (22B) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)(i)(A) above, “Impacted Loans”), or (BBii ) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Eurodollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Eurodollar Rate Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Eurodollar Rate component of the Base Rate, the utilization of the Eurocurrency Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Temporary Inability. (i) Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Committed Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for (x) the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) for the applicable amount of such Daily Floating LIBOR Rate Committed Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate or Daily Floating LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan (whether denominated in Dollars or an Alternative Currency) or Daily Floating LIBOR Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Daily Floating LIBOR Rate with respect to a proposed Daily Floating LIBOR Rate Committed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan or Daily Floating LIBOR Rate Committed Loan, as applicable, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans or Daily Floating LIBOR Rate Committed Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Committed Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Committed Loans or Daily Floating LIBOR Rate Loans, as applicable, in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans, Daily Floating LIBOR Rate Committed Loans or Interest Periods) or, failing that and as applicablethat, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.