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 Until the Agent has withdrawn such notice, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to Eurodollar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. 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. 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 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 Spectra Energy Partners OLP, LP Credit Agreement 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 41 Spectra Energy Partners OLP, LP Credit Agreement 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. 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. 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 reasonably 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 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. 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. 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.

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 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 Borrowers 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 coxxxxxxess 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 Borrowers that such conditions shall have ceased to exist, and (ii) the portion of the Loans subject to Eurodollar Loansthe request or requested conversion shall accrue interest at the Floating Rate.

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, 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 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 DCP Midstream Operating, LP Credit Agreement 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. IfIn the event, and on or each occasion, that on the day two (2) Business Days prior to the first day expiration 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) U.S. Dollar deposits deposits, in an amount approximately equal to the portion of the Principal Balance which is to bear interest at a particular Adjusted LIBO Rate during a particular Interest Period in accordance with the provisions of this Agreement, are not generally available at such time 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 or reasonable means do not exist for ascertaining the Eurodollar Adjusted LIBO Rate for such particular Interest Period, or (ii) the Agent shall so notify the Borrower, and the interest rate applicable to the portion of the Principal Balance with respect to which such Adjusted LIBO Rate was to pertain shall automatically convert to the Alternate Rate as of the impending expiration date of an Interest Period, it being agreed that the Alternate Rate shall remain in effect thereafter with respect to such portion of the Principal Balance unless and until the Agent shall have received notice from determined in good faith (which determination shall be conclusive and binding upon the Required Lenders Borrower) that the Eurodollar aforesaid circumstances no longer exist, whereupon the interest rate applicable to such portion of the Principal Balance shall be converted back to an Adjusted LIBO Rate determined or to be determined for such Interest Period will not adequately and fairly reflect in the cost to the Lenders manner hereinabove set forth in this Agreement effective as 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 the month which commences three (3) Business Days or more after 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 good faith determination 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 LoansAgent.

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.

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. 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.