Common use of Eurodollar Rate Protection; Illegality Clause in Contracts

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Agent is unable to obtain on a timely basis the information necessary to determine the Eurodollar Rate for any proposed Eurodollar Tranche, then: (A) the Administrative Agent shall forthwith notify the applicable Class Investors and the Transferor that the Eurodollar Rate cannot be determined for such Eurodollar Tranche, as applicable; and (B) while such circumstances exist, neither any Class Investor nor the Administrative Agent shall allocate any portion of the Net Investment purchased by such Person during such period or reallocate the Net Investment allocated to any then existing Tranche ending during such period, to a Eurodollar Tranche. (ii) If, with respect to any outstanding Eurodollar Tranche, any Class Investor owning any portion of the Transferred Interest therein notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such portion of the Transferred Interest or that the Eurodollar Rate applicable to such portion of the Transferred Interest will not adequately reflect the cost to such Class Investor of funding or maintaining its respective portion of the Transferred Interest for such Tranche Period then the Administrative Agent shall forthwith so notify the Transferor, whereupon neither the Administrative Agent nor any of the Class Investors, as applicable, shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Interest purchased during such period or reallocate the Net Investment with respect to such Class allocated to any Tranche Period ending during such period, to an applicable Eurodollar Tranche. (iii) Notwithstanding any other provision of this Agreement, if any Class Investor, as applicable, shall notify the Administrative Agent that such Class Investor has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (for such Class Investor or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for such Class Investor or Liquidity Provider, as applicable, to fund the purchases or maintenance of the Transferred Interest at the Eurodollar Rate, then (x) as of the effective date of such notice from such Person to the Administrative Agent, the obligation or ability of such Class Investor to fund its purchase or maintenance of the Transferred Interest at the Eurodollar Rate shall be suspended until such Person notifies the Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of each Eurodollar Tranche in which such Person owns an interest shall either (1) if such Person may lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the last day of the applicable Tranche Period be reallocated on the last day of such Tranche Period to another Tranche Period in respect of which such Net Investment allocated thereto accrues Discount at the applicable Tranche Rate other than the Eurodollar Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the end of the applicable Tranche Period such Person’s share of the Net Investment allocated to such Eurodollar Tranche shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Tranche Period.

Eurodollar Rate Protection; Illegality. (ia) If the applicable Class Agent is unable to obtain on a timely basis the information necessary to determine the Eurodollar Rate for any proposed Percentage Interest for any Purchase Period in respect of which Yield is to accrue at the Eurodollar TrancheRate, then: (Ai) the Administrative Agent shall forthwith notify the applicable Class Investors Purchaser, the Owners and the Transferor Seller that the Eurodollar Rate interest rate cannot be determined for such Eurodollar TranchePercentage Interest for such Purchase Period, as applicable; and (Bii) while such circumstances exist, neither any Class Investor nor the Administrative Agent shall not allocate the Purchase Price of any portion of the Net Investment additional Percentage Interest purchased by such Person during such period or reallocate the Net Investment Purchase Price allocated to any then existing Tranche Purchase Period ending during such period, to a any Purchase Period in respect of which Yield is to accrue at the Eurodollar TrancheRate. (iib) If, with respect to any outstanding Percentage Interest which accrues Yield at the Eurodollar TrancheRate, the Purchaser or any Class Investor owning any portion of the Transferred Interest therein applicable Owners thereof, as the case may be, notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such portion of the Transferred Percentage Interest or that the Eurodollar Rate applicable to such portion of the Transferred Percentage Interest for any Purchase Period will not adequately reflect the cost to the Purchaser or such Class Investor Owner, as the case may be, of funding or maintaining its respective portion of the Transferred Percentage Interest for such Tranche Period Purchase Period, then the Administrative Agent shall forthwith so notify the TransferorSeller, whereupon neither the Administrative Agent nor any of the Class Investors, as applicable, shallshall not, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class Purchase Price of any additional Transferred Percentage Interest purchased during such period or reallocate the Net Investment with respect to such Class Purchase Price allocated to any Tranche Purchase Period ending during such period, to an applicable any Purchase Period in respect of which Yield is to accrue at the Eurodollar TrancheRate. (iiic) Notwithstanding any other provision of this Agreement, if the Purchaser or any Class Investor, as applicable, Owner shall notify the Administrative Agent that such Class Investor has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (for such Class Investor or such related Liquidity Provider, as applicable)unlawful, or any central bank or other governmental authority asserts that it is unlawful, for the Purchaser or such Class Investor or Liquidity ProviderOwner, as applicablethe case may be, to fund the its purchases or maintenance of the Transferred Interest Percentage Interests at the Eurodollar Rate, then (xi) as of the effective date of such notice from the Purchaser or such Person Owner, as the case may be, to the Administrative Agent, the obligation or ability of the Purchaser or such Class Investor Owner, as the case may be, to fund its purchase or maintenance of the Transferred Interest Percentage Interests at the Eurodollar Rate shall be suspended until the Purchaser or such Person Owner, as the case may be, notifies the Administrative Agent that the circumstances causing such suspension no longer exist and (yii) the Net Investment Purchase Price of each Percentage Interest of the Purchaser or such Owner allocated to a Purchase Period which accrues interest at the Eurodollar Tranche in which such Person owns an interest Rate shall either (1a) if the Purchaser or such Person Owner, as the case may be, may lawfully continue to maintain such Transferred Percentage Interest at the Eurodollar Rate until the last day of the applicable Tranche Period Purchase Period, be reallocated on the last day of such Tranche Purchase Period to another Tranche Purchase Period in respect of which such Net Investment the Purchase Price allocated thereto accrues Discount Yield at the applicable Tranche a Yield Rate other than the Eurodollar Rate or (2b) if the Purchaser or such Person Owner, as the case may be, shall determine that it may not lawfully continue to maintain such Transferred Percentage Interest at the Eurodollar Rate until the end of the applicable Tranche Purchase Period such Person’s share of the Net Investment allocated (at which time it may be reallocated to such Eurodollar Tranche shall another Purchase Period in accordance with Section 2.01(d) and this Section 2.13(c)), be deemed to accrue Discount Yield at the Base Rate from the effective date of such notice until the end of such Tranche Purchase Period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Administrative Agent for any Related Group is unable to obtain on a timely basis the information necessary to determine the Eurodollar LIBOR Rate for any proposed Eurodollar Tranche, then: (A) the such Administrative Agent shall forthwith notify the applicable Class Investors in such Related Group, as applicable, and the Transferor that the Eurodollar Rate cannot be determined for such Eurodollar Tranche, as applicable; and (B) while such circumstances exist, neither any Class Investor nor the such Administrative Agent nor any of the Investors in such Related Group shall allocate any portion of the Net Investment of any additional Transferred Interests purchased by such Person during such period or reallocate the Net Investment allocated to any then existing Tranche ending during such period, to a Eurodollar Tranche. (ii) If, with respect to any outstanding Eurodollar Tranche, any Class Investor owning on behalf of which the Agent holds any portion of the Transferred Interest therein notifies the its Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such portion of the Transferred Interest or that the Eurodollar Rate applicable to such portion of the Transferred Interest will not adequately reflect the cost to such Class Investor of funding or maintaining its respective portion of the Transferred Interest for such Tranche Period then the such Administrative Agent shall forthwith so notify the Transferor, whereupon neither the such Administrative Agent nor any of the Class Investors, as applicable, Investors in the Related Group shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Interest purchased during such period or reallocate the Net Investment with respect to such Class allocated to any Tranche Period ending during such period, to an applicable a Eurodollar TrancheTranche and instead such Transferred Interest shall be purchased as, or such Net Investment shall be allocated to, a BR Tranche (notwithstanding any election made by the Transferor pursuant to Section 2.3(c) or otherwise). (iii) Notwithstanding any other provision of this Agreement, if any Class Investor, as applicable, Investor shall notify the its Administrative Agent that such Class Investor has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (either for such Class Investor or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for such Class Investor or such Liquidity Provider, as applicable, to fund the purchases or maintenance of the Transferred Interest Interests at the Eurodollar Rate, then (x) as of the effective date of such notice from such Person Investor to the its Administrative Agent, the obligation or ability of the such Class Investor to fund its purchase or maintenance of the Transferred Interest Interests at the Eurodollar Rate shall be suspended until such Person Investor notifies the its Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of each Eurodollar Tranche in which such Person Investor owns an interest shall either (1) if such Person Investor may lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the last day of the applicable Tranche Period Period, be reallocated on the last day of such Tranche Period to another Tranche Period in respect of which such the Net Investment allocated thereto accrues Discount at the applicable a Tranche Rate other than the Eurodollar Rate or (2) if such Person Investor shall determine that it may not lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the end of the applicable Tranche Period Period, such PersonInvestor’s share of the Net Investment allocated to such Eurodollar Tranche shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Tranche Period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Administrative Agent for any Related Group is unable to obtain on a timely basis the information necessary to determine the Eurodollar LIBOR Rate for any proposed Eurodollar Tranche, then: (A) the such Administrative Agent shall forthwith notify the applicable Class Investors in such Related Group, as applicable, and the Transferor that the Eurodollar Rate cannot be determined for such Eurodollar Tranche, as applicable; and (B) while such circumstances exist, neither any Class Investor nor the such Administrative Agent nor any of the Investors in such Related Group shall allocate any portion of the Net Investment of any additional Transferred Interests purchased by such Person during such period or reallocate the Net Investment allocated to any then existing Tranche ending during such period, to a Eurodollar Tranche. (ii) If, with respect to any outstanding Eurodollar Tranche, any Class Investor owning on behalf of which the Agent holds any portion of the Transferred Interest therein notifies the its Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such portion of the Transferred Interest or that the Eurodollar Rate applicable to such portion of the Transferred Interest will not adequately reflect the cost to such Class Investor of funding or maintaining its respective portion of the Transferred Interest for such Tranche Period then the such Administrative Agent shall forthwith so notify the Transferor, whereupon neither the such Administrative Agent nor any of the Class Investors, as applicable, Investors in the Related Group shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Interest purchased during such period or reallocate the Net Investment with respect to such Class allocated to any Tranche Period ending during such period, to an applicable a Eurodollar TrancheTranche and instead such Transferred Interest shall be purchased as, or such Net Investment shall be allocated to, a BR Tranche (notwithstanding any election made by the Transferor pursuant to Section 2.3(c) or otherwise). (iii) Notwithstanding any other provision of this Agreement, if any Class Investor, as applicable, Investor shall notify the its Administrative Agent that such Class Investor has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (either for such Class Investor or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for such Class Investor or such Liquidity Provider, as applicable, to fund the purchases or maintenance of the Transferred Interest Interests at the Eurodollar Rate, then (x) as of the effective date of such notice from such Person Investor to the its Administrative Agent, the obligation or ability of the such Class Investor to fund its purchase or maintenance of the Transferred Interest Interests at the Eurodollar Rate shall be suspended until such Person Investor notifies the its Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of each Eurodollar Tranche in which such Person Investor owns an interest shall either (1) if such Person Investor may lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the last day of the applicable Tranche Period Period, be reallocated on the last day of such Tranche Period to another Tranche Period in respect of which such the Net Investment allocated 22 thereto accrues Discount at the applicable a Tranche Rate other than the Eurodollar Rate or (2) if such Person Investor shall determine that it may not lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the end of the applicable Tranche Period Period, such PersonInvestor’s share of the Net Investment allocated to such Eurodollar Tranche shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Tranche Period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Agent is unable to obtain on a timely basis the information necessary to determine the Eurodollar LIBOR Rate for any proposed Eurodollar Tranche, then: (A) the Administrative Agent shall forthwith notify the applicable Class Investors Company or Bank Investors, as applicable, and the Transferor that the Eurodollar Rate cannot be determined for such Eurodollar Tranche, as applicable; and (B) while such circumstances exist, neither any Class Investor nor none of the Administrative Company, the Bank Investors or the Agent shall allocate any portion of the Net Investment of any additional Transferred Interests purchased by such Person during such period or reallocate the Net Investment allocated to any then existing Tranche ending during such period, to a Eurodollar Tranche. (ii) If, with respect to any outstanding Eurodollar Tranche, the Company or any Class Investor owning any portion of the Bank Investors on behalf of which the Agent holds any Transferred Interest therein notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such portion of the Transferred Interest or that the Eurodollar Rate applicable to such portion of the Transferred Interest will not adequately reflect the cost to such Class Investor the Person of funding or maintaining its respective portion of the Transferred Interest for such Tranche Period then the Administrative Agent shall forthwith so notify the Transferor, whereupon neither the Administrative Agent nor any of the Class Company or the Bank Investors, as applicable, shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Interest purchased during such period or reallocate the Net Investment with respect to such Class Interest allocated to any Tranche Period ending during such period, to an applicable a Eurodollar Tranche. (iii) Notwithstanding any other provision of this Agreement, if the Company or any Class Investorof the Bank Investors, as applicable, shall notify the Administrative Agent that such Class Investor Person has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (either for the Company, such Class Investor Bank Investor, or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for the Company, such Class Bank Investor or such Liquidity Provider, as applicable, to fund the purchases or maintenance of the Transferred Interest Interests at the Eurodollar Rate, then (x) as of the effective date of such notice from such Person to the Administrative Agent, the obligation or ability of the Company or such Class Investor Bank Investor, as applicable, to fund its purchase or maintenance of the Transferred Interest Interests at the Eurodollar Rate shall be suspended until such Person notifies the Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of each Eurodollar Tranche in which such Person owns an interest shall either (1) if such Person may lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the last day of the applicable Tranche Period Period, be reallocated on the last day of such Tranche Period to another Tranche Period in respect of which such the Net Investment allocated thereto accrues Discount at the applicable a Tranche Rate other than the Eurodollar Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the end of the applicable Tranche Period Period, such Person’s 's share of the Net Investment allocated to such Eurodollar Tranche shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Tranche Period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Administrative Agent for any Related Group is unable to obtain on a timely basis the information necessary to determine the Eurodollar LIBOR Rate for any proposed Eurodollar Tranche, then: (A) the such Administrative Agent shall forthwith notify the Conduit Investors or Bank Investors in such Related Group, as applicable Class Investors and the Transferor that the Eurodollar Rate cannot be determined for such Eurodollar Tranche, as applicable; and (B) while such circumstances exist, neither any Class Investor nor the such Administrative Agent nor any of the Investors in such Related Group shall allocate any portion of the Net Investment of any additional Transferred Interests purchased by such Person during such period or reallocate the Net Investment allocated to any then existing Tranche ending during such period, to a Eurodollar Tranche. (ii) If, with respect to any outstanding Eurodollar Tranche, any Class Investor owning on behalf of which the Agent holds any portion of the Transferred Interest therein notifies the its Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such portion of the Transferred Interest or that the Eurodollar Rate applicable to such portion of the Transferred Interest will not adequately reflect the cost to such Class Investor of funding or maintaining its respective portion of the Transferred Interest for such Tranche Period then the such Administrative Agent shall forthwith so notify the Transferor, whereupon neither the such Administrative Agent nor any of the Class InvestorsConduit Investor or the Bank Investors in the Related Group, as applicable, shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Interest purchased during such period or reallocate the Net Investment with respect to such Class allocated to any Tranche Period ending during such period, to an applicable a Eurodollar Tranche. (iii) Notwithstanding any other provision of this Agreement, if any Class Investor, as applicable, Investor shall notify the its Administrative Agent that such Class Investor has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (either for such Class Investor or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for such Class Investor or such Liquidity Provider, as applicable, to fund the purchases or maintenance of the Transferred Interest Interests at the Eurodollar Rate, then (x) as of the effective date of such notice from such Person Investor to the its Administrative Agent, the obligation or ability of the such Class Investor to fund its purchase or maintenance of the Transferred Interest Interests at the Eurodollar Rate shall be suspended until such Person Investor notifies the its Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of each Eurodollar Tranche in which such Person Investor owns an interest shall either (1) if such Person Investor may lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the last day of the applicable Tranche Period Period, be reallocated on the last day of such Tranche Period to another Tranche Period in respect of which such the Net Investment allocated thereto accrues Discount at the applicable a Tranche Rate other than the Eurodollar Rate or (2) if such Person Investor shall determine that it may not lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the end of the applicable Tranche Period Period, such Person’s Investor's share of the Net Investment allocated to such Eurodollar Tranche shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Tranche Period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Agent is unable to obtain on a timely basis the information necessary to determine the Eurodollar Rate for any proposed Eurodollar Tranchefunding period, then: (A1) the Administrative Agent shall forthwith notify the Company or the other Owners, as applicable Class Investors and the Transferor Issuer that the Eurodollar Rate cannot be determined for such Eurodollar Tranchefunding period, as applicable; and (B2) while such circumstances exist, neither any Class Investor the Company, the other Owners nor the Administrative Agent shall allocate any portion of the Net Investment purchased by such Person of any additional advances during such period or reallocate the Net Investment allocated to any then existing Tranche funding period ending during such period, to a funding period with respect to which Discount is calculated by reference to the Eurodollar TrancheRate. (ii) If, with respect to any outstanding Eurodollar Tranchefunding period, the Company or any Class Investor owning any portion of the other Owners on behalf of which the Agent holds any Transferred Interest therein notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase any advance or maintenance of to maintain such portion of the Transferred Interest or that the Eurodollar Rate applicable to such portion of the Transferred Interest will not adequately reflect the cost to such Class Investor the Person of funding or maintaining its respective portion of the Transferred Interest for such Tranche Period funding period then the Administrative Agent shall forthwith so notify the TransferorIssuer, whereupon neither the Administrative Agent nor any of the Class InvestorsCompany or the other Owners, as applicable, shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Interest purchased during such period or reallocate the Net Investment with respect to such Class allocated to any Tranche Period funding period ending during such period, to an applicable a funding period with respect to which Discount is calculated by reference to the Eurodollar TrancheRate. (iii) Notwithstanding any other provision of this Agreement, if the Company or any Class Investorof the other Owners, as applicable, shall notify the Administrative Agent that such Class Investor Person has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (either for the Company, such Class Investor other Owner, or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for the Company, such Class Investor other Owner or such Liquidity Provider, as applicable, to fund the purchases any advance or maintenance of to maintain the Transferred Interest at the Discount with respect to which is calculated by reference to the Eurodollar Rate, then (x) as of the effective date of such notice from such Person to the Administrative Agent, the obligation or ability of the Company or such Class Investor other Owner, as applicable, to fund its purchase or maintenance of the Transferred Interest at a Discount calculated by reference to the Eurodollar Rate shall be suspended until such Person notifies the Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of each Eurodollar Tranche funding period in which such Person owns an interest shall either (1) if such Person may lawfully continue to maintain such the Transferred Interest at a Discount calculated by reference to the Eurodollar Rate until the last day of the applicable Tranche Period funding period, be reallocated on the last day of such Tranche Period funding period to another Tranche Period funding period in respect of which such the Net Investment allocated thereto accrues Discount at the applicable Tranche Rate determined other than with respect to the Eurodollar Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such the Transferred Interest at a Discount calculated by reference to the Eurodollar Rate until the end of the applicable Tranche Period funding period, such Person’s 's share of the Net Investment allocated to such Eurodollar Tranche funding period shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Tranche Periodfunding period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Agent or NationsBank is unable to obtain on a timely basis the information necessary to determine the Eurodollar LIBOR Rate for any proposed Eurodollar Tranchefunding period, then: (A) the Administrative Agent shall forthwith notify the Company or Bank Investors, as applicable Class Investors and the Transferor Debtor that the Eurodollar Adjusted LIBOR Rate cannot be determined for such Eurodollar Tranchefunding period, as applicable; and (B) while such circumstances exist, neither the Company, any Class Investor nor Liquidity Provider, the Administrative Bank Investors or the Agent shall allocate any portion of the Net Investment purchased by such Person related to any Advances made during such period or reallocate the Net Investment allocated to any then existing Tranche funding period ending during such period, to a Eurodollar Tranchefunding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate. (ii) If, with respect to any outstanding Eurodollar Tranchefunding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate, the Company, any Class Investor owning Liquidity Provider or any of the Bank Investors funding any portion of the Transferred Interest therein Net Investment allocated thereto notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such portion of the Transferred Interest Net Investment or that the Eurodollar Adjusted LIBOR Rate applicable to such portion of the Transferred Interest Net Investment will not adequately reflect the cost to such Class Investor the Person of funding or maintaining its respective portion of the Transferred Interest such Net Investment for such Tranche Period funding period then the Administrative Agent shall forthwith so notify the TransferorDebtor, whereupon neither the Administrative Agent nor the Company, any of Liquidity Provider or the Class Bank Investors, as applicable, shall, while such circumstances exist, allocate any portion of the Net Investment with respect related to such Class of any additional Transferred Interest purchased Advances made during such period or reallocate the Net Investment with respect to such Class allocated to any Tranche Period funding period ending during such period, to an applicable Eurodollar Tranchea funding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate. (iii) Notwithstanding any other provision of this Agreement, if the Company, any Class InvestorLiquidity Provider or any of the Bank Investors, as applicable, shall notify the Administrative Agent that such Class Investor Person has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (either for the Company, such Class Investor Bank Investor, or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for the Company, such Class Bank Investor or such Liquidity Provider, as applicable, to fund the purchases Net Investment or maintenance of the Transferred Interest any portion thereof at the Eurodollar Adjusted LIBOR Rate, then (x) as of the effective date of such notice from such Person to the Administrative Agent, the obligation or ability of the Company, any Liquidity Provider or such Class Investor Bank Investor, as applicable, to fund its purchase or maintenance of the Transferred Interest Net Investments at the Eurodollar Adjusted LIBOR Rate shall be suspended until such Person notifies the Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment allocated to each funding period which accrues Carrying Costs on the basis of each Eurodollar Tranche the Adjusted LIBOR Rate in which such Person owns an interest shall either (1) if such Person may lawfully continue to maintain such Transferred Interest Net Investment at the Eurodollar Adjusted LIBOR Rate until the last day of the applicable Tranche Period funding period, be reallocated on the last day of such Tranche Period funding period to another Tranche Period funding period in respect of which such the Net Investment allocated thereto accrues Discount at the applicable Tranche Rate Carrying Costs on a basis other than the Eurodollar Adjusted LIBOR Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Transferred Interest Net Investment at the Eurodollar Adjusted LIBOR Rate until the end of the applicable Tranche Period funding period, such Person’s 's share of the Net Investment allocated to such Eurodollar Tranche funding period shall be deemed to accrue Discount at Carrying Costs on the basis of the Base Rate from the effective date of such notice until the end of such Tranche Periodfunding period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Agent is unable to obtain on a timely basis the information necessary to determine the Eurodollar LIBOR Rate for any proposed Eurodollar Tranche, then: (A) the Administrative Agent shall forthwith notify the applicable Class Investors Company or the Bank Investors, as applicable, and the Transferor that the Eurodollar Rate cannot be determined for such Eurodollar Tranche, as applicable; and (B) while such circumstances exist, neither the Company, any Class Investor of the Bank Investors nor the Administrative Agent shall allocate any portion of the Net Investment of any additional Transferred Interests purchased by such Person during such period or reallocate the Net Investment allocated to any then existing Tranche Period ending during such period, to a Eurodollar Tranche. (ii) If, with respect to any outstanding Eurodollar Tranche, the Company or any Class Investor of the Bank Investors owning any portion of the Transferred Interest therein notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such portion of the Transferred Interest or that the Eurodollar Rate applicable to such portion of the Transferred Interest will not adequately reflect the cost to such Class Investor the Person of funding or maintaining its respective portion of the Transferred Interest for such Tranche Period Period, then the Administrative Agent shall forthwith so notify the Transferor, whereupon neither the Administrative Agent Agent, the Company nor any of the Class Bank Investors, as applicable, shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Interest purchased during such period or reallocate the Net Investment with respect to such Class Interest allocated to any Tranche Period ending during such period, to an applicable a Eurodollar Tranche. (iii) Notwithstanding any other provision of this Agreement, if the Company or any Class Investorof the Bank Investors, as applicable, shall notify the Administrative Agent that such Class Investor Person has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (either for the Company, such Class Investor Bank Investor, or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for the Company, such Class Bank Investor or such Liquidity Provider, as applicable, to fund the purchases or maintenance of the Transferred Interest Interests at the Eurodollar Rate, then (x) as of the effective date of such notice from such Person to the Administrative Agent, the obligation or ability of the Company or such Class Investor Bank Investors, as applicable, to fund its purchase or maintenance of the Transferred Interest Interests at the Eurodollar Rate shall be suspended until such Person notifies the Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of each Eurodollar Tranche in which such Person owns an interest shall either (1) if such Person may lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the last day of the applicable Tranche Period be reallocated on the last day of such Tranche Period to another Tranche Period in respect of which such Net Investment allocated thereto accrues Discount at the applicable Tranche Rate other than the Eurodollar Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the end of the applicable Tranche Period such Person’s share of the Net Investment allocated to such Eurodollar Tranche shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Tranche Period.continue

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Agent is unable to obtain on a timely basis the information necessary to determine the Eurodollar LIBOR Rate for any proposed Eurodollar Tranchefunding period, then: (A) the Administrative such Class Agent shall forthwith notify the applicable Class Investors related Conduit or the related Bank Investors, as applicable, and the Transferor and the Agent that the Eurodollar Adjusted LIBOR Rate cannot be determined for such Eurodollar Tranchefunding period, as applicable; and (B) while such circumstances exist, neither any Class Investor nor the Administrative Agent shall allocate any portion exist none of the Net Investment purchased by Conduit any Bank Investor or the Class Agent of such Person during such period or Class shall reallocate the Net Investment for such Class allocated to any then existing Tranche funding period ending during such period, to a Eurodollar Tranchefunding period which Carrying Costs for such Class accrue on the basis of the Adjusted LIBOR Rate. (ii) If, with respect to any outstanding Eurodollar Tranche, funding period during which Carrying Costs for any Class Investor owning any portion accrue on the basis of the Transferred Interest therein notifies Adjusted L103OR Rate, the Administrative related Liquidity Provider or the related Bank Investors; as applicable, notify the related Class Agent that it is they are unable to obtain matching deposits in the London interbank market to fund its the purchase or maintenance of such portion of the applicable Transferred Interest or that the Eurodollar Adjusted LE30R Rate applicable to such portion of the Transferred Interest will not adequately reflect the cost to such Class Investor the Person of funding or maintaining its respective portion of the Transferred Interest for such Tranche Period funding period, then the Administrative related Class Agent shall forthwith so notify the Transferor, whereupon neither the Administrative such Class Agent nor such Liquidity Provider nor any of the Class Investorsrelated Bank Investor, as applicable, shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Interest purchased during such period or reallocate the Net Investment with respect to such of its Class allocated to any Tranche Period funding period ending during such period, to an applicable Eurodollar Tranchea funding period which accrues Carrying Costs of such Class on the basis of the Adjusted LIBOR Rate. (iii) Notwithstanding any other provision of this Agreement, if the Conduit or any Class Investorrelated Bank Investor of a Class, as applicable, shall notify the Administrative applicable Class Agent that such Class Investor Person has determined (or has been notified by any the related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation Law makes it unlawful (either for such Class Investor Conduit such related Bank Investor, or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for such Class Conduit, such related Bank Investor or such Liquidity Provider, as applicable, to fund the purchases or maintenance of the applicable Transferred Interest at the Eurodollar Adjusted LIBOR Rate, then (x) as of the effective date of such notice from such Person to the Administrative Agent, applicable Class Agent the obligation or ability of such Class Investor Conduit or such related Bank Investor, as applicable, to fund its purchase or maintenance of the such Transferred Interest at the Eurodollar Adjusted LI13OR Rate shall be suspended until such Person notifies the Administrative such Class Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of such Class held by such Person allocated to each Eurodollar Tranche funding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate in which such Person owns an interest shall either (1) if such Person may lawfully continue to maintain such Transferred Interest at the Eurodollar Adjusted LIBOR Rate until the last day of the applicable Tranche Period funding period, be reallocated on the last day of such Tranche Period funding period to another Tranche Period funding period in respect of which such the Net Investment of such Person's Class allocated thereto accrues Discount at the applicable Tranche Rate Carrying Costs on a basis other than the Eurodollar Adjusted LIBOR Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Transferred Interest at the Eurodollar Adjusted LIBOR Rate until the end of the applicable Tranche Period funding period, such Person’s 's share of the Net Investment of such Person's Class allocated to such Eurodollar Tranche funding period shall be deemed to accrue Discount at Carrying Costs on the basis of the Base Rate from the effective date of such notice until the end of such Tranche Periodfunding period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Agent is unable to obtain on a timely basis the information necessary to determine the Eurodollar LIBOR Rate for any proposed Eurodollar Tranche, then: (A) the Administrative Agent shall forthwith notify the Company or Bank Investors, as applicable Class Investors and the Transferor that the Eurodollar Rate cannot be determined for such Eurodollar Tranche, as applicable; and (B) while such circumstances exist, neither any Class Investor nor the Administrative Company, the Bank Investors or the Agent shall allocate any portion of the Net Investment of any additional Transferred Interests purchased by such Person during such period or reallocate the Net Investment allocated to any then existing Tranche ending during such period, to a Eurodollar Tranche. (ii) If, with respect to any outstanding Eurodollar Tranche, the Company or any Class Investor owning any portion of the Bank Investors on behalf of which the Agent holds any Transferred Interest therein notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such portion of the Transferred Interest or that the Eurodollar Rate applicable to such portion of the Transferred Interest will not adequately reflect the cost to such Class Investor the Person of funding or maintaining its respective portion of the Transferred Interest for such Tranche Period then the Administrative Agent shall forthwith so notify the Transferor, whereupon neither the Administrative Agent nor any of the Class Company or the Bank Investors, as applicable, shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Interest purchased during such period or reallocate the Net Investment with respect to such Class allocated to any Tranche Period ending during such period, to an applicable a Eurodollar Tranche. (iii) Notwithstanding any other provision of this Agreement, if the Company or any Class Investorof the Bank Investors, as applicable, shall notify the Administrative Agent that such Class Investor Person has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (either for the Company, such Class Investor Bank Investor, or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for the Company, such Class Bank Investor or such Liquidity Provider, as applicable, to fund the purchases or maintenance of the Transferred Interest Interests at the Eurodollar Rate, then (x) as of the effective date of such notice from such Person to the Administrative Agent, the obligation or ability of the Company or such Class Investor Bank Investor, as applicable, to fund its purchase or maintenance of the Transferred Interest Interests at the Eurodollar Rate shall be suspended until such Person notifies the Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of each Eurodollar Tranche in which such Person owns an interest shall either (1) if such Person may lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the last day of the applicable Tranche Period Period, be reallocated on the last day of such Tranche Period to another Tranche Period in respect of which such the Net Investment allocated thereto accrues Discount at the applicable a Tranche Rate other than the Eurodollar Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the end of the applicable Tranche Period Period, such Person’s 's share of the Net Investment allocated to such Eurodollar Tranche shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Tranche Period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Administrative Agent is unable to obtain on a timely basis the information necessary to determine the Eurodollar LIBOR Rate for any proposed Eurodollar Tranchefunding period, then: (A) the Administrative Agent shall forthwith notify the applicable Class Investors Purchaser or APA Purchasers, as applicable, and the Transferor Seller that the Eurodollar Adjusted LIBOR Rate cannot be determined for such Eurodollar Tranchefunding period, as applicable; and (B) while such circumstances exist, neither any Class Investor the Purchaser, the APA Purchasers nor the Administrative Agent shall allocate any portion of the Net Investment of any additional Eligible Loans purchased by such Person during such period or reallocate the Net Investment allocated to any then existing Tranche funding period ending during such period, to a Eurodollar Tranchefunding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate. (ii) If, with respect to any outstanding Eurodollar Tranchefunding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate, any Class Investor owning any portion of the Transferred Interest APA Purchasers on behalf of which the Administrative Agent holds any Eligible Loans therein notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank inter-bank market to fund its purchase or maintenance of such portion its share of the Transferred Interest Net Investment in such Eligible Loans or that the Eurodollar Adjusted LIBOR Rate applicable to its Net Investment in such portion of the Transferred Interest Eligible Loans will not adequately reflect the cost to such Class Investor the APA Purchaser of funding or maintaining its respective portion of the Transferred Interest Net Investment for such Tranche Period funding period then the Administrative Agent shall forthwith so notify the TransferorSeller, whereupon neither the Administrative Agent nor any of the Class InvestorsAPA Purchasers, as applicable, shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Interest Eligible Loans purchased during such period or reallocate the Net Investment with respect to such Class Interest allocated to any Tranche Period funding period ending during such period, to an applicable Eurodollar Tranchea funding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate, and such APA Purchaser’s share of the Net Investment allocated to such funding period shall be deemed to accrue Carrying Costs on the basis of the Base Rate from the effective date of such notice until the end of such funding period. (iii) Notwithstanding any other provision of this Agreement, if any Class Investorof the APA Purchasers, as applicable, shall notify the Administrative Agent that such Class Investor APA Purchaser has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (for such Class Investor or such related Liquidity Provider, as applicable)unlawful, or any central bank or other governmental authority asserts that it is unlawful, for such Class Investor or Liquidity Provider, as applicable, unlawful to fund the purchases or maintenance of the Transferred Interest maintain its Net Investment in Eligible Loans at the Eurodollar Adjusted LIBOR Rate, then (x) as of the effective date of such notice from such Person APA Purchaser to the Administrative Agent, the obligation or ability of such Class Investor the APA Purchaser to fund its purchase or maintenance of the Transferred Interest Net Investment at the Eurodollar Adjusted LIBOR Rate shall be suspended until such Person APA Purchaser notifies the Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment allocated to each funding period which accrues Carrying Costs on the basis of each Eurodollar Tranche the Adjusted LIBOR Rate in which such Person APA Purchaser owns an interest shall either (1) if such Person APA Purchaser may lawfully continue to maintain such Transferred Interest Net Investment at the Eurodollar Adjusted LIBOR Rate until the last day of the applicable Tranche Period funding period, be reallocated on the last day of such Tranche Period funding period to another Tranche Period funding period in respect of which such the Net Investment allocated thereto which accrues Discount at the applicable Tranche Rate Carrying Costs on a basis other than the Eurodollar Adjusted LIBOR Rate or (2) if such Person APA Purchaser shall determine that it may not lawfully continue to maintain such Transferred Interest Net Investment at the Eurodollar Adjusted LIBOR Rate until the end of the applicable Tranche Period funding period, such PersonAPA Purchaser’s share of the Net Investment allocated to such Eurodollar Tranche funding period shall be deemed to accrue Discount at Carrying Costs on the basis of the Base Rate from the effective date of such notice until the end of such Tranche Periodfunding period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Agent is unable to obtain on a timely basis the information necessary to determine the Eurodollar Rate for any proposed Eurodollar Tranchefunding period, then: (A1) the Administrative Agent shall forthwith notify the Company or Bank Investors, as applicable Class Investors and the Transferor Issuer that the Eurodollar Rate cannot be determined for such Eurodollar Tranchefunding period, as applicable; and (B2) while such circumstances exist, neither any Class Investor the Company, the Bank Investors nor the Administrative Agent shall allocate any portion of the Net Investment purchased by such Person of any additional advances during such period or reallocate the Net Investment allocated to any then existing Tranche funding period ending during such period, to a funding period with respect to which Discount is calculated by reference to the Eurodollar TrancheRate. (ii) If, with respect to any outstanding Eurodollar Tranchefunding period, the Company or any Class Investor owning any portion of the Bank Investors on behalf of which the Agent holds any Transferred Interest therein notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase any advance or maintenance of to maintain such portion of the Transferred Interest or that the Eurodollar Rate applicable to such portion of the Transferred Interest will not adequately reflect the cost to such Class Investor the Person of funding or maintaining its respective portion of the Transferred Interest for such Tranche Period funding period then the Administrative Agent shall forthwith so notify the TransferorIssuer, whereupon neither the Administrative Agent nor any of the Class Company or the Bank Investors, as applicable, shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Interest purchased during such period or reallocate the Net Investment with respect to such Class allocated to any Tranche Period funding period ending during such period, to an applicable a funding period with respect to which Discount is calculated by reference to the Eurodollar TrancheRate. (iii) Notwithstanding any other provision of this Agreement, if the Company or any Class Investorof the Bank Investors, as applicable, shall notify the Administrative Agent that such Class Investor Person has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (either for the Company, such Class Investor Bank Investor, or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for the Company, such Class Bank Investor or such Liquidity Provider, as applicable, to fund the purchases any advance or maintenance of to maintain the Transferred Interest at the Discount with respect to which is calculated by reference to the Eurodollar Rate, then (x) as of the effective date of such notice from such Person to the Administrative Agent, the obligation or ability of the Company or such Class Investor Bank Investor, as applicable, to fund its purchase or maintenance of the Transferred Interest at a Discount calculated by reference to the Eurodollar Rate shall be suspended until such Person notifies the Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of each Eurodollar Tranche funding period in which such Person owns an interest shall either (1) if such Person may lawfully continue to maintain such the Transferred Interest at a Discount calculated by reference to the Eurodollar Rate until the last day of the applicable Tranche Period funding period, be reallocated on the last day of such Tranche Period funding period to another Tranche Period funding period in respect of which such the Net Investment allocated thereto accrues Discount at the applicable Tranche Rate determined other than with respect to the Eurodollar Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such the Transferred Interest at a Discount calculated by reference to the Eurodollar Rate until the end of the applicable Tranche Period funding period, such Person’s 's share of the Net Investment allocated to such Eurodollar Tranche funding period shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Tranche Periodfunding period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Agent is unable to obtain on a timely basis the information necessary to determine the Eurodollar Rate for any proposed Eurodollar Tranche, then: (A) (A) the Administrative Agent shall forthwith notify the applicable Class Investors and the Transferor that the Eurodollar Rate cannot be determined for such Eurodollar Tranche, as applicable; and and (BB)(B) while such circumstances exist, neither any Class Investor nor the Administrative Agent shall allocate any portion of the Net Investment purchased by such Person during such period or reallocate the Net Investment allocated to any then existing Tranche ending during such period, to a Eurodollar Tranche. (ii) If, with respect to any outstanding Eurodollar Tranche, any Class Investor owning any portion of the Transferred Interest therein notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such portion of the Transferred Interest or that the Eurodollar Rate applicable to such portion of the Transferred Interest will not adequately reflect the cost to such Class Investor of funding or maintaining its respective portion of the Transferred Interest for such Tranche Period then the Administrative Agent shall forthwith so notify the Transferor, whereupon neither the Administrative Agent nor any of the Class Investors, as applicable, shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Interest purchased during such period or reallocate the Net Investment with respect to such Class allocated to any Tranche Period ending during such period, to an applicable Eurodollar Tranche. . (iiiii)(iii) Notwithstanding any other provision of this Agreement, if any Class Investor, as applicable, shall notify the Administrative Agent that such Class Investor has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (for such Class Investor or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for such Class Investor or Liquidity Provider, as applicable, to fund the purchases or maintenance of the Transferred Interest at the Eurodollar Rate, then (x) as of the effective date of such notice from such Person to the Administrative Agent, the obligation or ability of such Class Investor to fund its purchase or maintenance of the Transferred Interest at the Eurodollar Rate shall be suspended until such Person notifies the Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of each Eurodollar Tranche in which such Person owns an interest shall either (1) if such Person may lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the last day of the applicable Tranche Period be reallocated on the last day of such Tranche Period to another Tranche Period in respect of which such Net Investment allocated thereto accrues Discount at the applicable Tranche Rate other than the Eurodollar Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the end of the applicable Tranche Period such Person’s share of the Net Investment allocated to such Eurodollar Tranche shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Tranche Period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Agent is unable to obtain on a timely basis the information necessary to determine the Eurodollar LIBOR Rate for any proposed Eurodollar Tranche, then: (A) the Administrative Agent shall forthwith notify the applicable Class Investors Company or Bank Investors, as applicable, and the Transferor Pledgors that the Eurodollar Rate cannot be determined for such Eurodollar Tranche, as applicable; and (B) while such circumstances exist, neither any Class Investor the Company, the Bank Investors nor the Administrative Agent shall allocate any portion of the Net Investment purchased by such Person of any additional Pledged Interests pledged and assigned during such period or reallocate the Net Investment allocated to any then existing Tranche ending during such period, to a Eurodollar Tranche. (ii) If, with respect to any outstanding Eurodollar Tranche, the Company or any Class Investor owning any portion of the Transferred Bank Investors on behalf of which the Agent holds any Pledged Interest therein herein notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such portion of the Transferred Pledged Interest or that the Eurodollar Rate applicable to such portion of the Transferred Pledged Interest will not adequately reflect the cost to such Class Investor the Person of funding or maintaining its respective portion of the Transferred Pledged Interest for such Tranche Period then the Administrative Agent shall forthwith so notify the TransferorPledgors, whereupon neither the Administrative Agent nor any of the Class Company or the Bank Investors, as applicable, shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Pledged Interest purchased pledged and assigned during such period or reallocate the Net Investment with respect to such Class Interest allocated to any Tranche Period ending during such period, to an applicable a Eurodollar Tranche. (iii) Notwithstanding any other provision of this Agreement, if the Company or any Class Investorof the Bank Investors, as applicable, shall notify the Administrative Agent that such Class Investor Person has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (either for the Company, such Class Investor Bank Investor, or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for the Company, such Class Bank Investor or such Liquidity Provider, as applicable, to fund Advances or the purchases or maintenance of the Transferred Interest Pledged Interests at the Eurodollar Rate, 50 then (x) as of the effective date of such notice from such Person to the Administrative Agent, the obligation or ability of the Company or such Class Investor Bank Investor, as applicable, to fund its purchase Advances or the maintenance of the Transferred Interest Pledged Interests at the Eurodollar Rate shall be suspended until such Person notifies the Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of each Eurodollar Tranche in which such Person owns an interest shall either (1) if such Person may lawfully continue to maintain such Transferred Pledged Interest at the Eurodollar Rate until the last day of the applicable Tranche Period Period, be reallocated on the last day of such Tranche Period to another Tranche Period in respect of which such the Net Investment allocated thereto accrues Discount at the applicable a Tranche Rate other than the Eurodollar Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Transferred Pledged Interest at the Eurodollar Rate until the end of the applicable Tranche Period Period, such Person’s 's share of the Net Investment allocated to such Eurodollar Tranche shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Tranche Period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Administrative Agent for any Related Group is unable to obtain on a timely basis the information necessary to determine the Eurodollar LIBOR Rate for any proposed Eurodollar Tranche, then: (A) the such Administrative Agent shall forthwith notify the applicable Class Investors in such Related Group, as applicable, and the Transferor that the Eurodollar Rate cannot be determined for such Eurodollar Tranche, as applicable; and (B) while such circumstances exist, neither any Class Investor nor the such Administrative Agent nor any of the Investors in such Related Group shall allocate any portion of the Net Investment of any additional Transferred Interests purchased by such Person during such period or reallocate the Net Investment allocated to any then existing Tranche ending during such period, to a Eurodollar Tranche. (ii) If, with respect to any outstanding Eurodollar Tranche, any Class Investor owning on behalf of which the Agent holds any portion of the Transferred Interest therein notifies the its Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such portion of the Transferred Interest or that the Eurodollar Rate applicable to such portion of the Transferred Interest will not adequately reflect the cost to such Class Investor of funding or maintaining its respective portion of the Transferred Interest for such Tranche Period then the such Administrative Agent shall forthwith so notify the Transferor, whereupon neither the such Administrative Agent nor any of the Class Investors, as applicable, Investors in the Related Group shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Interest purchased during such period or reallocate the Net Investment with respect to such Class allocated to any Tranche Period ending during such period, to an applicable a Eurodollar TrancheTranche and instead such Transferred Interest shall be purchased as, or such Net Investment shall be allocated to, a BR Tranche (notwithstanding any election made by the Transferor pursuant to Section 2.3(c) or otherwise). (iii) Notwithstanding any other provision of this Agreement, if any Class Investor, as applicable, Investor shall notify the its Administrative Agent that such Class Investor has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (either for such Class Investor or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for such Class Investor or such Liquidity Provider, as applicable, to fund the purchases or maintenance of the Transferred Interest Interests at the Eurodollar Rate, then (x) as of the effective date of such notice from such Person Investor to the its Administrative Agent, the obligation or ability of the such Class Investor to fund its purchase or maintenance of the Transferred Interest Interests at the Eurodollar Rate shall be suspended until such Person Investor notifies the its Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of each Eurodollar 23 Tranche in which such Person Investor owns an interest shall either (1) if such Person Investor may lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the last day of the applicable Tranche Period Period, be reallocated on the last day of such Tranche Period to another Tranche Period in respect of which such the Net Investment allocated thereto accrues Discount at the applicable a Tranche Rate other than the Eurodollar Rate or (2) if such Person Investor shall determine that it may not lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the end of the applicable Tranche Period Period, such PersonInvestor’s share of the Net Investment allocated to such Eurodollar Tranche shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Tranche Period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Administrative Agent is unable to obtain on a timely basis the information necessary to determine the Eurodollar LIBOR Rate for any proposed Eurodollar Tranchefunding period, then: (A) the Administrative Agent shall forthwith notify the applicable Class Investors Purchaser or APA Purchasers, as applicable, and the Transferor Seller that the Eurodollar Adjusted LIBOR Rate cannot be determined for such Eurodollar Tranchefunding period, as applicable; and (B) while such circumstances exist, neither any Class Investor the Purchaser, the APA Purchasers nor the Administrative Agent shall allocate any portion of the Net Investment of any additional Eligible Loans purchased by such Person during such period or reallocate the Net Investment allocated to any then existing Tranche funding period ending during such period, to a Eurodollar Tranchefunding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate. (ii) If, with respect to any outstanding Eurodollar Tranchefunding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate, any Class Investor owning any portion of the Transferred Interest APA Purchasers on behalf of which the Administrative Agent holds any Eligible Loans therein notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank inter-bank market to fund its purchase or maintenance of such portion its share of the Transferred Interest Net Investment in such Eligible Loans or that the Eurodollar Adjusted LIBOR Rate applicable to its Net Investment in such portion of the Transferred Interest Eligible Loans will not adequately reflect the cost to such Class Investor the APA Purchaser of funding or maintaining its respective portion of the Transferred Interest Net Investment for such Tranche Period funding period then the Administrative Agent shall forthwith so notify the TransferorSeller, whereupon neither the Administrative Agent nor any of the Class InvestorsAPA Purchasers, as applicable, shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Interest Eligible Loans purchased during such period or reallocate the Net Investment with respect to such Class Interest allocated to any Tranche Period funding period ending during such period, to an applicable Eurodollar Tranchea funding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate, and such APA Purchaser's share of the Net Investment allocated to such funding period shall be deemed to accrue Carrying Costs on the basis of the Base Rate from the effective date of such notice until the end of such funding period. (iii) Notwithstanding any other provision of this Agreement, if any Class Investorof the APA Purchasers, as applicable, shall notify the Administrative Agent that such Class Investor APA Purchaser has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (for such Class Investor or such related Liquidity Provider, as applicable)unlawful, or any central bank or other governmental authority asserts that it is unlawful, for such Class Investor or Liquidity Provider, as applicable, unlawful to fund the purchases or maintenance of the Transferred Interest maintain its Net Investment in Eligible Loans at the Eurodollar Adjusted LIBOR Rate, then (x) as of the effective date of such notice from such Person APA Purchaser to the Administrative Agent, the obligation or ability of such Class Investor the APA Purchaser to fund its purchase or maintenance of the Transferred Interest Net Investment at the Eurodollar Adjusted LIBOR Rate shall be suspended until such Person APA Purchaser notifies the Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment allocated to each funding period which accrues Carrying Costs on the basis of each Eurodollar Tranche the Adjusted LIBOR Rate in which such Person APA Purchaser owns an interest shall either (1) if such Person APA Purchaser may lawfully continue to maintain such Transferred Interest Net Investment at the Eurodollar Adjusted LIBOR Rate until the last day of the applicable Tranche Period funding period, be reallocated on the last day of such Tranche Period funding period to another Tranche Period funding period in respect of which such the Net Investment allocated thereto which accrues Discount at the applicable Tranche Rate Carrying Costs on a basis other than the Eurodollar Adjusted LIBOR Rate or (2) if such Person APA Purchaser shall determine that it may not lawfully continue to maintain such Transferred Interest Net Investment at the Eurodollar Adjusted LIBOR Rate until the end of the applicable Tranche Period funding period, such Person’s APA Purchaser's share of the Net Investment allocated to such Eurodollar Tranche funding period shall be deemed to accrue Discount at Carrying Costs on the basis of the Base Rate from the effective date of such notice until the end of such Tranche Periodfunding period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Agent is unable to obtain on a timely basis the information necessary to determine the Eurodollar Rate for any proposed Enterprise Eurodollar Tranche, Atlantic Eurodollar Tranche or Liberty Eurodollar Tranche, then: (A) the Administrative Agent shall forthwith notify the applicable Class Investors and the Transferor that the Eurodollar Rate cannot be determined for such Enterprise Eurodollar Tranche, Atlantic Eurodollar Tranche or Liberty Eurodollar Tranche, as applicable; and (B) while such circumstances exist, neither any Class Investor nor the Administrative Agent shall allocate any portion of the Enterprise Net Investment, the Atlantic Net Investment or the Liberty Net Investment purchased by such Person during such period or reallocate the Enterprise Net Investment, the Atlantic Net Investment or the Liberty Net Investment allocated to any then existing Enterprise Tranche, Atlantic Tranche or Liberty Tranche ending during such period, to an Enterprise Eurodollar Tranche, an Atlantic Eurodollar Tranche or a Liberty Eurodollar Tranche. (ii) If, with respect to any outstanding Enterprise Eurodollar Tranche, Atlantic Eurodollar Tranche or Liberty Eurodollar Tranche, any Class Investor owning any portion of the Transferred Interest therein notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such portion of the Transferred Interest or that the Eurodollar Rate applicable to such portion of the Transferred Interest will not adequately reflect the cost to such Class Investor of funding or maintaining its respective portion of the Transferred Interest for such Tranche Period then the Administrative Agent shall forthwith so notify the Transferor, whereupon neither the Administrative Agent nor any of the Class Investors, as applicable, shall, while such circumstances exist, allocate any portion of the Enterprise Net Investment, Atlantic Net Investment with respect to such Class or Liberty Net Investment, as applicable, of any additional Transferred Interest purchased during such period or reallocate the Enterprise Net Investment, the Atlantic Net Investment with respect to such Class or the Liberty Net Investment, as applicable, allocated to any Tranche Period ending during such period, to an applicable Enterprise Eurodollar Tranche, an Atlantic Eurodollar Tranche or a Liberty Eurodollar Tranche, as applicable. (iii) Notwithstanding any other provision of this Agreement, if any Class Investor, as applicable, shall notify the Administrative Agent that such Class Investor has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (for such Class Investor or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for such Class Investor or Liquidity ProviderInvestor, as applicable, to fund the purchases or maintenance of the Transferred Interest at the Eurodollar Rate, then (x) as of the effective date of such notice from such Person to the Administrative Agent, the obligation or ability of Enterprise or such Class Investor Enterprise Bank Investor, Atlantic or such Atlantic Bank Investor, and Liberty and such Liberty Bank Investor, as applicable, to fund its purchase or maintenance of the Transferred Interest at the Eurodollar Rate shall be suspended until such Person notifies the Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Enterprise Net Investment, Atlantic Net Investment or Liberty Net Investment of each the Enterprise Eurodollar Tranche, Atlantic Eurodollar Tranche or Liberty Eurodollar Tranche in which such Person owns an interest shall either (1) if such Person may lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the last day of the applicable Enterprise Tranche Period, Atlantic Tranche Period or Liberty Tranche Period be reallocated on the last day of such Enterprise Tranche Period, Atlantic Tranche Period or Liberty Tranche Period to another Enterprise Tranche Period, Atlantic Tranche Period or Liberty Tranche Period in respect of which such the Enterprise Net Investment, Atlantic Net Investment or Liberty Net Investment allocated thereto accrues Enterprise Discount, Atlantic Discount or Liberty Discount at the applicable Enterprise Tranche Rate, Atlantic Tranche Rate or Liberty Tranche Rate other than the Eurodollar Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the end of the applicable Enterprise Tranche Period, Atlantic Tranche Period or Liberty Tranche Period such Person’s 's share of the Enterprise Net Investment, the Atlantic Net Investment or the Liberty Net Investment allocated to such Eurodollar Tranche shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Enterprise Tranche Period, Atlantic Tranche Period or Liberty Tranche Period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Administrative Agent for any Related Group is unable to obtain on a timely basis the information necessary to determine the Eurodollar LIBOR Rate for any proposed Eurodollar Tranche, then: (A) the such Administrative Agent shall forthwith notify the applicable Class Investors in such Related Group, as applicable, and the Transferor that the Eurodollar Rate cannot be determined for such Eurodollar Tranche, as applicable; and (B) while such circumstances exist, neither any Class Investor nor the such Administrative Agent nor any of the Investors in such Related Group shall allocate any portion of the Net Investment of any additional Transferred Interests purchased by such Person during such period or reallocate the Net Investment allocated to any then existing Tranche ending during such period, to a Eurodollar Tranche. (ii) If, with respect to any outstanding Eurodollar Tranche, any Class Investor owning on behalf of which the Agent holds any portion of the Transferred Interest therein notifies the its Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such portion of the Transferred Interest or that the Eurodollar Rate applicable to such portion of the Transferred Interest will not adequately reflect the cost to such Class Investor of funding or maintaining its respective portion of the Transferred Interest for such Tranche Period then the such Administrative Agent shall forthwith so notify the Transferor, whereupon neither the such Administrative Agent nor any of the Class Investors, as applicable, Investors in the Related Group shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Interest purchased during such period or reallocate the Net Investment with respect to such Class allocated to any Tranche Period ending during such period, to an applicable a Eurodollar Tranche. (iii) Notwithstanding any other provision of this Agreement, if any Class Investor, as applicable, Investor shall notify the its Administrative Agent that such Class Investor has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (either for such Class Investor or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for such Class Investor or such Liquidity Provider, as applicable, to fund the purchases or maintenance of the Transferred Interest Interests at the Eurodollar Rate, then (x) as of the effective date of such notice from such Person Investor to the its Administrative Agent, the obligation or ability of the such Class Investor to fund its purchase or maintenance of the Transferred Interest Interests at the Eurodollar Rate shall be suspended until such Person Investor notifies the its Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of each Eurodollar Tranche in which such Person Investor owns an interest shall either (1) if such Person Investor may lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the last day of the applicable Tranche Period Period, be reallocated on the last day of such Tranche Period to another Tranche Period in respect of which such the Net Investment allocated thereto accrues Discount at the applicable a Tranche Rate other than the Eurodollar Rate or (2) if such Person Investor shall determine that it may not lawfully continue to maintain such Transferred Interest at the Eurodollar Rate until the end of the applicable Tranche Period Period, such Person’s Investor's share of the Net Investment allocated to such Eurodollar Tranche shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Tranche Period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Agent is unable to obtain on a timely basis the information necessary to determine the Eurodollar Rate for any proposed Eurodollar Tranche, then: (A) the Administrative Agent shall forthwith notify the Company or Bank Investors, as applicable Class Investors and the Transferor that the Eurodollar Rate cannot be determined for such Eurodollar Tranche, as applicable; and (B) while such circumstances exist, neither any Class Investor nor the Administrative Company, the Bank Investors or the Agent shall allocate any portion of the Net Investment of any additional Transferred Interests purchased by such Person during such period or reallocate the Net Investment allocated to any then existing Tranche ending during such period, to a Eurodollar Tranche. (iii) If, with respect to any outstanding Eurodollar Tranche, the Company or any Class Investor owning any portion of the Bank Investors on behalf of which the Agent holds any Transferred Interest therein notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such portion of the Transferred Interest or that the Eurodollar Rate applicable to such portion of the Transferred Interest will not adequately reflect the cost to such Class Investor the Person of funding or maintaining its respective portion of the Transferred Interest for such Tranche Period then the Administrative Agent shall forthwith so notify the Transferor, whereupon neither the Administrative Agent nor any of the Class Company or the Bank Investors, as applicable, shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Interest purchased during such period or reallocate the Net Investment with respect to such Class allocated to any Tranche Period ending during such period, to an applicable a Eurodollar Tranche. (iiiii) Notwithstanding any other provision of this Agreement, if the Company or any Class Investorof the Bank Investors, as applicable, shall notify the Administrative Agent that such Class Investor Person has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (either for the Company, such Class Investor Bank Investor, or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for the Company, such Class Bank Investor or such Liquidity Provider, as applicable, to fund the purchases or maintenance of the Transferred Interest at the Eurodollar Rate, then (x) as of the effective date of such notice from such Person to the Administrative Agent, the obligation or ability of the Company or such Class Investor Bank Investor, as applicable, to fund its purchase or maintenance of the Transferred Interest at the Eurodollar Rate shall be suspended until such Person notifies the Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of each Eurodollar Tranche in which such Person owns an interest shall either (1) if such Person may lawfully continue to maintain such the Transferred Interest at the Eurodollar Rate until the last day of the applicable Tranche Period Period, be reallocated on the last day of such Tranche Period to another Tranche Period in respect of which such the Net Investment allocated thereto accrues Discount at the applicable a Tranche Rate other than the Eurodollar Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such the Transferred Interest at the Eurodollar Rate until the end of the applicable Tranche Period Period, such Person’s 's share of the Net Investment allocated to such Eurodollar Tranche Period shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Tranche Period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Agent is unable to obtain on a timely basis the information necessary to determine the Eurodollar Rate for any proposed Eurodollar Tranchefunding period, then: (A1) the Administrative Agent shall forthwith notify the Company or the other Owners, as applicable Class Investors and the Transferor Issuer that the Eurodollar Rate cannot be determined for such Eurodollar Tranchefunding period, as applicable; and (B2) while such circumstances exist, neither any Class Investor the Company, the other Owners nor the Administrative Agent shall allocate any portion of the Net Investment purchased by such Person of any additional advances during such period or reallocate the Net Investment allocated to any then existing Tranche funding period ending during such period, to a funding period with respect to which Discount is calculated by reference to the Eurodollar TrancheRate. (ii) If, with respect to any outstanding Eurodollar Tranchefunding period, the Company or any Class Investor owning any portion of the other Owners on behalf of which the Agent holds any Transferred Interest therein notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase any advance or maintenance of to maintain such portion of the Transferred Interest or that the Eurodollar Rate applicable to such portion of the Transferred Interest will not adequately reflect the cost to such Class Investor the Person of funding or maintaining its respective portion of the Transferred Interest for such Tranche Period funding period then the Administrative Agent shall forthwith so notify the TransferorIssuer, whereupon neither the Administrative Agent nor any of the Class InvestorsCompany or the other Owners, as applicable, shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Interest purchased during such period or reallocate the Net Investment with respect to such Class allocated to any Tranche Period funding period ending during such period, to an applicable a funding period with respect to which Discount is calculated by reference to the Eurodollar TrancheRate. (iii) Notwithstanding any other provision of this Agreement, if the Company or any Class Investorof the other Owners, as applicable, shall notify the Administrative Agent that such Class Investor Person has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (either for the Company, such Class Investor other Owner, or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for the Company, such Class Investor other Owner or such Liquidity Provider, as applicable, to fund the purchases any advance or maintenance of to maintain the Transferred Interest at the Discount with respect to which is calculated by reference to the Eurodollar Rate, then (x) as of the effective date of such notice from such Person to the Administrative Agent, the obligation or ability of the Company or such Class Investor other Owner, as applicable, to fund its purchase or maintenance of the Transferred Interest at a Discount calculated by reference to the Eurodollar Rate shall be suspended until such Person notifies the Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of each Eurodollar Tranche funding period in which such Person owns an interest shall either (1) if such Person may lawfully continue to maintain such the Transferred Interest at a Discount calculated by reference to the Eurodollar Rate until the last day of the applicable Tranche Period funding period, be reallocated on the last day of such Tranche Period funding period to another Tranche Period funding period in respect of which such the Net Investment allocated thereto accrues Discount at the applicable Tranche Rate determined other than with respect to the Eurodollar Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such the Transferred Interest at a Discount calculated by reference to the Eurodollar Rate until the end of the applicable Tranche Period funding period, such Person’s share of the Net Investment allocated to such Eurodollar Tranche funding period shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Tranche Periodfunding period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Agent is unable to obtain on a timely basis the information necessary to determine the Eurodollar Rate for any proposed Eurodollar Tranche, then: (A) the Administrative Agent shall forthwith notify the applicable Class Bank Investors and the Transferor that the Eurodollar Rate cannot be determined for such Eurodollar Tranche, as applicable; and (B) while such circumstances exist, neither any Class Investor the Bank Investors nor the Administrative Agent shall allocate any portion of the Net Investment of any additional Transferred Interests purchased by such Person during such period or reallocate the Net Investment allocated to any then existing Tranche ending during such period, to a Eurodollar Tranche. (ii) If, with respect to any outstanding Eurodollar Tranche, any Class Investor owning any portion of the Bank Investors on behalf of which the Agent holds any Transferred Interest therein notifies notify the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such portion of the Transferred Interest or that the Eurodollar Rate applicable to such portion of the Transferred Interest will not adequately reflect the cost to such Class Investor the Person of funding or maintaining its respective portion of the Transferred Interest for such Tranche Period then the Administrative Agent shall forthwith so notify the Transferor, whereupon neither the Administrative Agent nor any of the Class Bank Investors, as applicable, shall, while such circumstances exist, allocate any portion of the Net Investment with respect to such Class of any additional Transferred Interest purchased during such period or reallocate the Net Investment with respect to such Class allocated to any Tranche Period ending during such period, to an applicable a Eurodollar Tranche. (iii) Notwithstanding any other provision of this Agreement, if any Class Investor, as applicable, of the Bank Investors shall notify the Administrative Agent that such Class Investor Person has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (either for such Class Bank Investor or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for such Class Bank Investor or such Liquidity Provider, as applicable, to fund the purchases or maintenance of the Transferred Interest at the Eurodollar Rate, then (x) as of the effective date of such notice from such Person to the Administrative Agent, the obligation or ability of such Class Bank Investor to fund its purchase or maintenance of the Transferred Interest at the Eurodollar Rate shall be suspended until such Person notifies the Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment of each Eurodollar Tranche in which such Person owns an interest shall either (1) if such Person may lawfully continue to maintain such the Transferred Interest at the Eurodollar Rate until the last day of the applicable Tranche Period Period, be reallocated on the last day of such Tranche Period to another Tranche Period in respect of which such the Net Investment allocated thereto accrues Discount at the applicable a Tranche Rate other than the Eurodollar Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such the Transferred Interest at the Eurodollar Rate until the end of the applicable Tranche Period Period, such Person’s 's share of the Net Investment allocated to such Eurodollar Tranche Period shall be deemed to accrue Discount at the Base Rate from the effective date of such notice until the end of such Tranche Period.

Eurodollar Rate Protection; Illegality. (i) If the applicable Class Agent is unable to obtain on a timely basis the information necessary to determine the Eurodollar LIBOR Rate for any proposed Eurodollar Tranchefunding period, then: (A) the Administrative Agent shall forthwith notify the Company or Bank Investors, as applicable Class Investors and the Transferor that the Eurodollar Adjusted LIBOR Rate cannot be determined for such Eurodollar Tranchefunding period, as applicable; and (B) while such circumstances exist, neither any Class Investor nor the Administrative Company, the Bank Investors or the Agent shall allocate any portion of the Net Investment of any additional Transferred Interests purchased by such Person during such period or reallocate the Net Investment allocated to any then existing Tranche funding period ending during such period, to a Eurodollar Tranchefunding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate. (ii) If, with respect to any outstanding Eurodollar Tranchefunding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate, the Company or any Class Investor of the Bank Investors owning any portion of the Transferred Interest therein notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such portion of the Transferred Interest or that the Eurodollar Adjusted LIBOR Rate applicable to such portion of the Transferred Interest will not adequately reflect the cost to such Class Investor the Person of funding or maintaining its respective portion of the Transferred Interest for such Tranche Period funding period then the Administrative Agent shall forthwith so notify the Transferor, whereupon neither the Administrative Agent nor any of the Class Company or the Bank Investors, as applicable, shall, while such circumstances exist, allocate allo- cate any portion of the Net Investment with respect to such Class of any additional Transferred Interest purchased during such period or reallocate the Net Investment with respect to such Class Interest allocated to any Tranche Period funding period ending during such period, to an applicable Eurodollar Tranchea funding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate. (iii) Notwithstanding any other provision of this Agreement, if the Company or any Class Investorof the Bank Investors, as applicable, shall notify the Administrative Agent that such Class Investor Person has determined (or has been notified by any related Liquidity Provider) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful (either for the Company, such Class Investor Bank Investor, or such related Liquidity Provider, as applicable), or any central bank or other governmental authority asserts that it is unlawful, for the Company, such Class Bank Investor or such Liquidity Provider, as applicable, to fund the purchases or maintenance of the Transferred Interest Interests at the Eurodollar Adjusted LIBOR Rate, then (x) as of the effective date of such notice from such Person to the Administrative Agent, the obligation obliga- tion or ability of the Company or such Class Investor Bank Investor, as applicable, to fund its purchase or maintenance of the Transferred Interest Interests at the Eurodollar Adjusted LIBOR Rate shall be suspended until such Person notifies the Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment allocated to each funding period which accrues Carrying Costs on the basis of each Eurodollar Tranche the Adjusted LIBOR Rate in which such Person owns an interest shall either (1) if such Person may lawfully continue to maintain such Transferred Interest at the Eurodollar Adjusted LIBOR Rate until the last day of the applicable Tranche Period funding period, be reallocated on the last day of such Tranche Period funding period to another Tranche Period funding period in respect of which such the Net Investment allocated thereto accrues Discount at the applicable Tranche Rate Carrying Costs on a basis other than the Eurodollar Adjusted LIBOR Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Transferred Interest at the Eurodollar Adjusted LIBOR Rate until the end of the applicable Tranche Period funding period, such Person’s 's share of the Net Investment allocated to such Eurodollar Tranche funding period shall be deemed to accrue Discount at Carrying Costs on the basis of the Base Rate from the effective date of such notice until the end of such Tranche Periodfunding period.