Common use of Inability to Determine Adjusted LIBOR or LMIR; Change in Legality Clause in Contracts

Inability to Determine Adjusted LIBOR or LMIR; Change in Legality. (a) If any Group Agent shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the relevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person (as conclusively determined by such Group Agent) of maintaining any Portion of Capital during such Interest Period or day, as applicable, such Group Agent shall promptly give telephonic notice of such determination, confirmed in writing, to the Borrower on such day. Upon delivery of such notice: (i) no Portion of Capital shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Group Agent shall have given notice to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital then funded at Adjusted LIBOR or LMIR, such Interest Rate shall automatically be converted to the Base Rate. (b) If on any day any Group Agent shall have been notified by any Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person with any Change in Law, shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at or by reference to Adjusted LIBOR or LMIR, such Group Agent shall notify the Borrower and the Administrative Agent thereof. Upon receipt of such notice, until the applicable Group Agent notifies the Borrower and the Administrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital shall be funded at or by reference to Adjusted LIBOR or LMIR and (ii) the Interest for any outstanding portions of Capital then funded at Adjusted LIBOR or LMIR shall automatically and immediately be converted to the Base Rate.

Inability to Determine Adjusted LIBOR or LMIR; Change in Legality. (a) If any Group Agent Purchaser shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar Dollar deposits in the relevant amounts and for the relevant Interest Yield Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Yield Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person (as conclusively determined by such Group Agent) of maintaining any Portion of Capital during such Interest Yield Period or day, as applicable, such Group Agent shall promptly give telephonic notice of such determination, confirmed in writing, to the Borrower on such day. Upon delivery of such notice: applicable or (iiv) no Portion of Capital shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Group Agent shall have given notice to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital then funded at Adjusted LIBOR or LMIR, such Interest Rate shall automatically be converted to the Base Rate. (b) If on any day any Group Agent shall have been notified by any Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person with any Change in Law, shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at or by reference to Adjusted LIBOR or LMIR, such Group Agent Purchaser shall notify promptly give telephonic notice of such determination, confirmed in writing, to the Borrower Seller on such day. Upon delivery of such notice: (x) no Portion of Capital shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Purchaser shall have given notice to the Administrative Agent thereof. Upon receipt of such notice, until the applicable Group Agent notifies the Borrower and the Administrative Agent Seller that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital shall be funded at or by reference to Adjusted LIBOR or LMIR exist and (iiy) the Interest for with respect to any outstanding portions Portion of Capital then funded at Adjusted LIBOR or LMIR LMIR, such Yield Rate shall automatically and immediately be converted to the Base Rate.

Inability to Determine Adjusted LIBOR or LMIR; Change in Legality. (a) If any Group Agent Lender shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the relevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR LMIR, for such Interest Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person (as conclusively determined by such Group AgentLender) of maintaining any Portion of Capital during such Interest Period or day, as applicable, such Group Agent Lender shall promptly give telephonic notice of such determination, confirmed in writing, to the Borrower on such day. Upon delivery of such notice: (i) no Portion of Capital with respect to such Lender shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Group Agent Lender shall have given notice to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital then funded at Adjusted LIBOR or LMIR, as applicable, such Interest Rate shall automatically and immediately be converted to the Base Rate. (b) If on any day any Group Agent Lender shall have been notified by any Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person with any Change in Law, shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at or by reference to Adjusted LIBOR or LMIR, as applicable, such Group Agent Lender shall notify the Borrower and the Administrative Agent thereof. Upon receipt of such notice, until the applicable Group Agent Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital with respect to such Lender shall be funded at or by reference to Adjusted LIBOR or LMIR LMIR, as applicable, and (ii) the Interest for any outstanding portions Portions of Capital with respect to such Lender then funded at Adjusted LIBOR or LMIR LMIR, as applicable, shall automatically and immediately be converted to the Base Rate.

Inability to Determine Adjusted LIBOR or LMIR; Change in Legality. (a) If any Group Agent Lender shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the relevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person (as conclusively determined by such Group Agentthe related Lender) of maintaining any Portion of Capital during such Interest Period or day, as applicable, until such Group Agent Lender shall promptly give telephonic notice of such determination, confirmed in writing, to the Administrative Agent and Borrower on such day. Upon delivery of such notice: (i) no Portion of Capital shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Group Agent Lender shall have given notice to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital then funded at Adjusted LIBOR or LMIR, such Interest Rate shall automatically and immediately be converted to the Base Rate. (b) If on any day any Group Agent Lender shall have been notified by any Affected Person Lender that such Affected Person Lender has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person Lender with any Change in Law, shall make it unlawful or impossible for such Affected Person Lender to fund or maintain any Portion of Capital at or by reference to Adjusted LIBOR or LMIR, such Group Agent Lender shall notify the Borrower and the Administrative Agent thereof. Upon receipt of such notice, until the applicable Group Agent such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital shall be funded at or by reference to Adjusted LIBOR or LMIR and (ii) the Interest Rate for any outstanding portions Portion of Capital then funded at Adjusted LIBOR or LMIR shall automatically and immediately be converted to the Base Rate.

Inability to Determine Adjusted LIBOR or LMIR; Change in Legality. (a) If any Group Agent shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) before the first day of any Interest Period (with respect to Adjusted LIBOR) or on any dayday (with respect to LMIR), by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the relevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR or LMIR for such Interest Period or day, as applicable, or (iii) the Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person (as conclusively determined by such Group Agent) of maintaining any Portion of Capital during such Interest Period or day, as applicable, such Group Agent shall promptly give telephonic notice of such determination, confirmed in writing, to the Borrower before the first day of any Interest Period (with respect to the Euro-Rate determined by reference to Adjusted LIBOR) or on such dayday (with respect to the Euro-Rate determined by reference to LMIR). Upon delivery of such notice: (i) no Portion of Capital shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Group Agent shall have given notice to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital then funded at Adjusted LIBOR or LMIR, such the Interest Rate with respect to such Portion of Capital shall automatically be converted to the Base RateRate on the last day of the then-current Interest Period (with respect to Adjusted LIBOR) or immediately (with respect to LMIR). (b) If If, on or before the first day of any Interest Period (with respect to Adjusted LIBOR) or on any day (with respect to LMIR), any Group Agent shall have been notified by any Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person with any Change in Law, shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at or by reference to Adjusted LIBOR or LMIR, such Group Agent shall notify the Borrower and the Administrative Agent thereof. Upon receipt of such notice, until the applicable Group Agent notifies the Borrower and the Administrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital shall be funded thereafter at or by reference to Adjusted LIBOR or LMIR unless and until such Lender shall have given notice to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) the Interest for with respect to any outstanding portions Portion of Capital then funded at Adjusted LIBOR or LMIR LMIR, the Interest Rate with respect to such Portion of Capital shall automatically and immediately be converted to the Base RateRate on the last day of the then-current Interest Period (with respect to Adjusted LIBOR) or immediately (with respect to LMIR).

Inability to Determine Adjusted LIBOR or LMIR; Change in Legality. (a) If any Group Agent Lender shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the relevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person such Lender (as conclusively determined by such Group AgentLender) of maintaining any Portion of Capital during such Interest Period or day, as applicable, such Group Agent Lender shall promptly give telephonic notice of such determination, confirmed in writing, to the Administrative Agent and the Borrower on such day. Upon delivery of such notice: (i) no Portion of Capital shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Group Agent Lender shall have given notice to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital then funded at Adjusted LIBOR or LMIR, such Interest Rate shall automatically and immediately be converted to the Base Rate. (b) If on any day any Group Agent Lender shall have been notified by any Affected Person Lender that such Affected Person Lender has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person Lender with any Change in Law, shall make it unlawful or impossible for such Affected Person Lender to fund or maintain any Portion of Capital at or by reference to Adjusted LIBOR or LMIR, such Group Agent Lender shall notify the Borrower and the Administrative Agent thereof. Upon receipt of such notice, until the applicable Group Agent such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital shall be funded at or by reference to Adjusted LIBOR or LMIR and (ii) the Interest Rate for any outstanding portions Portion of Capital then funded at Adjusted LIBOR or LMIR shall automatically and immediately be converted to the Base Rate.

Inability to Determine Adjusted LIBOR or LMIR; Change in Legality. (a) If any Group Agent Lender shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the relevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person such Lender (as conclusively determined by such Group AgentLender) of maintaining any Portion of Capital Principal during such Interest Period or day, as applicable, such Group Agent Lender shall promptly give telephonic notice of such determination, confirmed in writing, to the Administrative Agent and Borrower on such day. Upon delivery of such notice: (i) no Portion of Capital Principal shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Group Agent Lender shall have given notice to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital Principal then funded at or Adjusted LIBOR or LMIR, such Interest Rate shall automatically and immediately be converted to the Base Rate. (b) If on any day any Group Agent Lender shall have been notified by any Affected Person Lender that such Affected Person Lender has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person Lender with any Change in Law, shall make it unlawful or impossible for such Affected Person Lender to fund or maintain any Portion of Capital Principal at or by reference to Adjusted LIBOR or LMIR, such Group Agent Lender shall notify the Borrower and the Administrative Agent thereof. Upon receipt of such notice, until the applicable Group Agent such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital Principal shall be funded at or by reference to Adjusted LIBOR or LMIR and (ii) the Interest Rate for any outstanding portions Portion of Capital Principal then funded at Adjusted LIBOR or LMIR shall automatically and immediately be converted to the Base Rate.

Inability to Determine Adjusted LIBOR or LMIR; Change in Legality. (a) If any Group Agent Lender shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the relevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person such Lender (as conclusively determined by such Group AgentLender) of maintaining any Portion of Capital during such Interest Period or day, as applicable, such Group Agent Lender shall promptly give telephonic notice of such determination, confirmed in writing, to the Borrower Administrative Agent and the Borrowers on such day. Upon delivery of such notice: (i) no Portion of Capital shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Group Agent Lender shall have given notice to the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital then funded at Adjusted LIBOR or LMIR, such Interest Rate shall automatically and immediately be converted to the Base Rate. (b) If on any day any Group Agent Lender shall have been notified by any Affected Person Lender that such Affected Person Lender has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person Lender with any Change in Law, shall make it unlawful or impossible for such Affected Person Lender to fund or maintain any Portion of Capital at or by reference to Adjusted LIBOR or LMIR, such Group Agent Lender shall notify the Borrower Borrowers and the Administrative Agent thereof. Upon receipt of such notice, until the applicable Group Agent such Lender notifies the Borrower Borrowers and the Administrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital shall be funded at or by reference to Adjusted LIBOR or LMIR and (ii) the Interest Rate for any outstanding portions Portion of Capital then funded at Adjusted LIBOR or LMIR shall automatically and immediately be converted to the Base Rate.

Inability to Determine Adjusted LIBOR or LMIR; Change in Legality. (a) If any Group Agent Lender shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the relevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person (as conclusively determined by such Group AgentLender) of maintaining any Portion of Capital during such Interest Period or day, as applicable, such Group Agent Lender shall promptly give telephonic notice of such determination, confirmed in writing, to the Borrower on such day. Upon delivery of such notice: (i) no Portion of Capital with respect to such Lender shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Group Agent Lender shall have given notice to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital with respect to such Lender then funded at Adjusted LIBOR or LMIR, such Interest Rate shall automatically be converted to the Base Rate. (b) If on any day any Group Agent Lender shall have been notified by any Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person with any Change in Law, shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at or by reference to Adjusted LIBOR or LMIR, such Group Agent Lender shall notify the Borrower and the Administrative Agent thereof. Upon receipt of such notice, until the applicable Group Agent Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital with respect to such Lender shall be funded at or by reference to Adjusted LIBOR or LMIR and (ii) the Interest for any outstanding portions Portions of Capital with respect to such Lender then funded at Adjusted LIBOR or LMIR shall automatically and immediately be converted to the Base Rate.

Inability to Determine Adjusted LIBOR or LMIR; Change in Legality. (a) If any Group Agent Lender shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the relevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person (as conclusively determined by such Group Agentthe related Lender) of maintaining any Portion of Capital any Loan Amount during such Interest Period or day, as applicable, until such Group Agent Lender shall promptly give telephonic notice of such determination, confirmed in writing, to the Administrative Agent and Borrower on such day. Upon delivery of such notice: (i) no Portion of Capital any Loan Amount shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Group Agent Lender shall have given notice to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital any Loan Amount then funded at Adjusted LIBOR or LMIR, such Interest Rate shall automatically and immediately be converted to the Base Rate. (b) If on any day any Group Agent Lender shall have been notified by any Affected Person Lender that such Affected Person Lender has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person Lender with any Change in Law, shall make it unlawful or impossible for such Affected Person Lender to fund or maintain any Portion of Capital any Loan Amount at or by reference to Adjusted LIBOR or LMIR, such Group Agent Lender shall notify the Borrower and the Administrative Agent thereof. Upon receipt of such notice, until the applicable Group Agent such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital any Loan Amount shall be funded at or by reference to Adjusted LIBOR or LMIR and (ii) the Interest Rate for any outstanding portions Portion of Capital any Loan Amount then funded at Adjusted LIBOR or LMIR shall automatically and immediately be converted to the Base Rate.

Inability to Determine Adjusted LIBOR or LMIR; Change in Legality. 738967635 16499153 (a) If any Group Agent Lender shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the relevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person (as conclusively determined by such Group AgentLender) of maintaining any Portion of Capital during such Interest Period or day, as applicable, such Group Agent Lender shall promptly give telephonic notice of such determination, confirmed in writing, to the Borrower on such day. Upon delivery of such notice: (i) no Portion of Capital with respect to such Lender shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Group Agent Lender shall have given notice to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital with respect to such Lender then funded at Adjusted LIBOR or LMIR, such Interest Rate shall automatically be converted to the Base Rate. (b) If on any day any Group Agent Lender shall have been notified by any Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person with any Change in Law, shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at or by reference to Adjusted LIBOR or LMIR, such Group Agent Lender shall notify the Borrower and the Administrative Agent thereof. Upon receipt of such notice, until the applicable Group Agent Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital with respect to such Lender shall be funded at or by reference to Adjusted LIBOR or LMIR and (ii) the Interest for any outstanding portions Portions of Capital with respect to such Lender then funded at Adjusted LIBOR or LMIR shall automatically and immediately be converted to the Base Rate.

Inability to Determine Adjusted LIBOR or LMIR; Change in Legality. (a) If any Group Agent Lender shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the relevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person such Lender (as conclusively determined by such Group AgentLender) of maintaining any Portion of Capital during such Interest Period or day, as applicable, such Group Agent Lender shall promptly give telephonic notice of such determination, confirmed in writing, to the Administrative Agent and the Borrower on such day. Upon delivery of such notice: (i) no Portion of Capital with respect to such Lender shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Group Agent Lender shall have given notice to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital with respect to such Lender then funded at Adjusted LIBOR or LMIR, such Interest Rate shall automatically and immediately be converted to the Base Rate. (b) If on any day any Group Agent Lender shall have been notified by any Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person Lender with any Change in Law, shall make it unlawful or impossible for such Affected Person Lender to fund or maintain any Portion of Capital at or by reference to Adjusted LIBOR or LMIR, such Group Agent Lender shall notify the Borrower and the Administrative Agent thereof. Upon receipt of such notice, until the applicable Group Agent such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital with respect to such Lender shall be funded at or by reference to Adjusted LIBOR or LMIR and (ii) the Interest Rate for any outstanding portions Portion of Capital with respect to such Lender then funded at Adjusted LIBOR or LMIR shall automatically and immediately be converted to the Base Rate.

Inability to Determine Adjusted LIBOR or LMIR; Change in Legality. (a) If any Group Agent the LC Bank shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the relevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person LC Bank (as conclusively determined by such Group Agentthe LC Bank) of maintaining any Portion of Capital Reimbursement Obligation during such Interest Period or day, as applicable, such Group Agent the LC Bank shall promptly give telephonic notice of such determination, confirmed in writing, to the Administrative Agent and the Borrower on such day. Upon delivery of such notice: (i) no Portion of Capital Reimbursement Obligation shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Group Agent the LC Bank shall have given notice to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital Reimbursement Obligation then funded at Adjusted LIBOR or LMIR, such the Interest Rate with respect to such Portion of Reimbursement Obligation shall automatically and immediately be converted to the Base Rate. (b) If If, on any day any Group Agent day, the LC Bank shall have been notified by any Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person with any Change in Law, shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital Reimbursement Obligation at or by reference to the Adjusted LIBOR or LMIR, such Group Agent the LC Bank shall notify the Borrower and the Administrative Agent thereof. Upon receipt of such notice, until the applicable Group Agent LC Bank notifies the Borrower and the Administrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital Reimbursement Obligation shall be funded at or by reference to Adjusted LIBOR or LMIR and (ii) the Interest Rate for any outstanding portions Portion of Capital Reimbursement Obligation then funded at Adjusted LIBOR or LMIR shall automatically and immediately be converted to the Base Rate.

Inability to Determine Adjusted LIBOR or LMIR; Change in Legality. (a) If any Group Agent shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the relevant Interest Yield Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Yield Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person (as conclusively determined by such Group Agent) of maintaining any Portion of Capital during such Interest Yield Period or day, as applicable, such Group Agent shall promptly give telephonic notice of such determination, confirmed in writing, to the Borrower Seller on such day. Upon delivery of such notice: (i) no Portion of Capital shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Group Agent shall have given notice to the Administrative Agent and the Borrower Seller that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital then funded at Adjusted LIBOR or LMIR, such Interest Yield Rate shall automatically and immediately be converted to the Base Rate. (b) If on any day any Group Agent shall have been notified by any Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person with any Change in Law, shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at or by reference to Adjusted LIBOR or LMIR, such Group Agent shall notify the Borrower Seller and the Administrative Agent thereof. Upon receipt of such notice, until the applicable Group Agent notifies the Borrower Seller and the Administrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital shall be funded at or by reference to Adjusted LIBOR or LMIR and (ii) the Interest Yield for any outstanding portions of Capital then funded at Adjusted LIBOR or LMIR shall automatically and immediately be converted to the Base Rate.

Inability to Determine Adjusted LIBOR or LMIR; Change in Legality. (a) If any Group Agent shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the relevant Interest Yield Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Yield Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto 748740795 18564151 does not accurately reflect the cost to the applicable Affected Person (as conclusively determined by such Group Agent) of maintaining any Portion of Capital during such Interest Yield Period or day, as applicable, such Group Agent shall promptly give telephonic notice of such determination, confirmed in writing, to the Borrower Seller on such day. Upon delivery of such notice: (i) no Portion of Capital shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Group Agent shall have given notice to the Administrative Agent and the Borrower Seller that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital then funded at Adjusted LIBOR or LMIR, such Interest Yield Rate shall automatically and immediately be converted to the Base Rate. (b) If on any day any Group Agent shall have been notified by any Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person with any Change in Law, shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at or by reference to Adjusted LIBOR or LMIR, such Group Agent shall notify the Borrower Seller and the Administrative Agent thereof. Upon receipt of such notice, until the applicable Group Agent notifies the Borrower Seller and the Administrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital shall be funded at or by reference to Adjusted LIBOR or LMIR and (ii) the Interest Yield for any outstanding portions of Capital then funded at Adjusted LIBOR or LMIR shall automatically and immediately be converted to the Base Rate.

Inability to Determine Adjusted LIBOR or LMIR; Change in Legality. (a) If any Group Agent shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar Dollar deposits in the relevant amounts and for the relevant Interest Yield Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Yield Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person (as conclusively determined by such Group Agent) of maintaining any Portion of Capital during such Interest Yield Period or day, as applicable, such Group Agent shall promptly give telephonic notice of such determination, confirmed in writing, to the Borrower Seller on such day. Upon delivery of such notice: (i) no Portion of Capital shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Group Agent shall have given notice to the Administrative Agent and the Borrower Seller that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital then funded at Adjusted LIBOR or LMIR, such Interest Yield Rate shall automatically be converted to the Base Rate. (b) If on any day any Group Agent shall have been notified by any Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person with any Change in Law, shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at or by reference to Adjusted LIBOR or LMIR, such Group Agent shall notify the Borrower Seller and the Administrative Agent thereof. Upon receipt of such notice, until the applicable Group Agent notifies the Borrower Seller and the Administrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital shall be funded at or by reference to Adjusted LIBOR or LMIR and (ii) the Interest Yield for any outstanding portions of Capital then funded at Adjusted LIBOR or LMIR shall automatically and immediately be converted to the Base Rate.

Inability to Determine Adjusted LIBOR or LMIR; Change in Legality. (a) If any Group Agent Lender shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the relevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person (as conclusively determined by such Group Agentthe related Lender) of maintaining any Portion of Capital Principal during such Interest Period or day, as applicable, until such Group Agent Lender shall promptly give telephonic notice of such determination, confirmed in writing, to the Administrative Agent and Borrower on such day. Upon delivery of such notice: (i) no Portion of Capital Principal shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Group Agent Lender shall have given notice to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital Principal then funded at Adjusted LIBOR or LMIR, such Interest Rate shall automatically and immediately be converted to the Base Rate. (b) If on any day any Group Agent Lender shall have been notified by any Affected Person Lender that such Affected Person Lender has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person Lender with any Change in Law, shall make it unlawful or impossible for such Affected Person Lender to fund or maintain any Portion of Capital Principal at or by reference to Adjusted LIBOR or LMIR, such Group Agent Lender shall notify the Borrower and the Administrative Agent thereof. Upon receipt of such notice, until the applicable Group Agent such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital Principal shall be funded at or by reference to Adjusted LIBOR or LMIR and (ii) the Interest Rate for any outstanding portions Portion of Capital Principal then funded at Adjusted LIBOR or LMIR shall automatically and immediately be converted to the Base Rate.