Common use of Temporary Inability Clause in Contracts

Temporary Inability. (a) (i) Except in the case of circumstances described in Section 3.03(b), ifIf in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (Ai) the Administrative Agent determines that (1A) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshoreLondon interbank Eurodollar market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (2B) (x) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) 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 (Bii) 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 does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (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 instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, 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), ifIf if in connection with any request for a Eurocurrency Eurodollar Rate Loan or a conversion to or continuation thereof, (AiA) the Administrative Agent determines that (1A1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshoreLondon London interbank Eurodollar market for such currency for the applicable amount and Interest Period of such Eurocurrency Eurodollar Rate Loan, or (2B) (x2) adequate and reasonable means do not exist for determining the Eurocurrency 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 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 (BiiB) 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 Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency 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(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 instruction of the Required Lenders) affected Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans in the affected currency or currencies (to 103167989_7 the extent of the affected Eurocurrency Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (A) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i)(A) of this Section, (B) the affected Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (C) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Temporary Inability. (a) (i) Except in the case of circumstances described in Section 3.03(b), ifIf if in connection with any request for a Eurocurrency Eurodollar Rate Loan or a conversion to or continuation thereof, (AiA) the Administrative Agent determines that (1A1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshoreLondon London interbank Eurodollar market for such currency for the applicable amount and Interest Period of such Eurocurrency Eurodollar Rate Loan, or (2B) (x2) adequate and reasonable means do not exist for determining the Eurocurrency 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 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 (BiiB) 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 Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency 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(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 instruction of the Required Lenders) affected Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Eurodollar Rate Loans or Interest Periods) or, failing that, 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(b8.01(b), ifIf if in connection with any request for a Eurocurrency Rate Euro-Dollar Loan or a conversion to or continuation thereof, (AiA) the Administrative Agent determines that (1A1) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshoreLondon London interbank Eurodollar market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Euro-Dollar Loan, or (2B) (x2) adequate and reasonable means do not exist for determining the Eurocurrency Euro-Dollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Euro-Dollar Loan (whether denominated in Dollars or an Alternative Currency) 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 (BiiB) the Administrative Agent or the Required Lenders Banks determine that for any reason the Eurocurrency Euro-Dollar Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Euro-Dollar Loan does not adequately and fairly reflect the cost to such Lenders Banks of funding such Eurocurrency Rate Euro-Dollar Loan, the Administrative Agent will promptly so notify the Borrower and each LenderBank. Thereafter, (x) the obligation of the Lenders Banks to make or maintain Eurocurrency Rate Euro-Dollar Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Euro-Dollar Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Euro-Dollar Rate component of the Base Rate, the utilization of the Eurocurrency Euro-Dollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent upon the(or(or, in the case of a determination by the Required Lenders Banks described in clause (ii) of Section 3.03(a8.01(a), until the Administrative Agent upon the instruction of the Required LendersBanks) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Euro-Dollar Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Euro-Dollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. (ii) Notwithstanding the foregoing, if the Agent has made the determination described in clause (a)(i)(A) of this Section, the Agent, in consultation with the Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i)(A) of the first sentence of this section, (2) the Required Banks notify the Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Banks of funding the Impacted Loans, or (3) any Bank determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Bank or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Bank to do any of the foregoing and provides the Agent and the Borrower written notice thereof.

Temporary Inability. (a) (i) Except in the case of circumstances described in Section 3.03(b), ifIf if in connection with any request for a Eurocurrency Rate Committed Loan or a conversion to or continuation thereof, (AiA) the Administrative Agent determines that (1A1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshoreLondon offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Committed Loan, or (2B2) (x) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan (whether denominated in Dollars or an Alternative Currency) 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 (BiiB) 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 Committed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Committed Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Committed Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency 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(orthe (or, in the case of a determination by the Required Lenders described in clause (iii)(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 Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Committed Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Committed Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. (ii) If the Administrative Agent or any Bid Loan Lender determines that for any reason in connection with any request for a Eurocurrency Margin Bid Loan that (x) deposits (whether in Dollars or an Alternative Currency or a Requested Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Margin Bid Loan, (y) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Margin Bid Loan (whether denominated in Dollars or an Alternative Currency or a Requested Currency) (in each case with respect to clauses (x) and (y) above, “Impacted Margin Bid Loans”), or (z) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Margin Bid Loan does not adequately and fairly reflect the cost to such Lender of funding such Eurocurrency Margin Bid Loan, the Administrative Agent will promptly so notify the Company and each such Lender. Thereafter, the obligation of such Lenders to make or maintain Eurocurrency Margin Bid Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Margin Bid Loans or Interest Periods) until the Administrative Agent (upon the instruction of such Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of Eurocurrency Margin Bid Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Margin Bid Loans or Interest Periods).

Temporary Inability. (a) (i) Except in the case of circumstances described in Section 3.03(b), ifIf if in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (AiA) the Administrative Agent determines that (1A1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshoreLondon offshore interbank Eurodollar market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (2B) (x2) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) 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 118711003_9 case with respect to this clause (a)(i)(A) above, “Impacted Loans”), or (BiiB) 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 does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (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 instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing thatthat and as applicable, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. (ii) If the Administrative Agent or any Bid Loan Lender determines that for any reason in connection with any request for a Eurocurrency Margin Bid Loan that (x) deposits (whether in Dollars or an Alternative Currency or a Requested Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Margin Bid Loan, (y) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Margin Bid Loan (whether denominated in Dollars or an Alternative Currency or a Requested Currency) (in each case with respect to clauses (x) and (y) above, “Impacted Margin Bid Loans”), or (z) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Margin Bid Loan does not adequately and fairly reflect the cost to such Lender of funding such Eurocurrency Margin Bid Loan, the Administrative Agent will promptly so notify the Company and each such Lender. Thereafter, the obligation of such Lenders to make or maintain Eurocurrency Margin Bid Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Margin Bid Loans or Interest Periods) until the Administrative Agent (upon the instruction of such Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of Eurocurrency Margin Bid Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Margin Bid Loans or Interest Periods). (iii) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required Lenders, in the case of Impacted Loans, and in consultation with the Company and the applicable Bid Loan Lender(s), in the case of Impacted Margin Bid Loans, may establish an alternative interest rate for the Impacted Loans and Impacted Margin Bid Loans, respectively, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans and Impacted Margin Bid Loans, as applicable, until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans or Impacted Margin Bid Loans, as applicable, under clauses (a)(i) or (ii) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the 118711003_9 Administrative Agent or the Required Lenders, in the case of Impacted Loans, or the Administrative Agent or the Bid Loan Lender(s), in the case of Impacted Margin Bid Loans, notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or Impacted Margin Bid Loans, as applicable, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Temporary Inability. (a) (i) Except in the case of circumstances described in Section 3.03(b), ifIf if the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Eurodollar Rate Loan or a conversion to or continuation thereof, (Ai) the Administrative Agent determines thereof that (1AA) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshoreLondon London interbank Eurodollar eurodollar market for such currency for the applicable amount and Interest Period of such Eurocurrency Eurodollar Rate Loan, or (2B) (xB) adequate and reasonable means do not exist for determining the Eurocurrency 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 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”)Loan, or (BiiC) 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 Eurodollar Rate Loan does not 56 adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Eurodollar Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods)suspended, 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(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 instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans in under the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) appropriate Facility or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.