Common use of Inability to Determine Euro-Rate or LMIR Clause in Contracts

Inability to Determine Euro-Rate or LMIR. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Yield Period (or, solely with respect to LMIR, any day) (which determination shall be final and conclusive absent manifest error) that, by reason of circumstances affecting the interbank eurodollar market generally (i) deposits in dollars (in the relevant amounts for such Yield Period) are not being offered to banks in the interbank eurodollar market for such Yield Period, (ii) adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Yield Period (or portion thereof) or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related Purchaser or the applicable Purchaser Agent) of maintaining any Portion of Capital during such Yield Period (or portion thereof), then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Yield Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Yield Period (or, solely with respect to LMIR, immediately), be converted to the Yield Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Yield Period (or, solely with respect to LMIR, any day), the Administrator shall have been notified by any Purchaser or Purchaser Agent that such Person has determined (which determination shall be final and conclusive absent manifest error) that any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Person to fund or maintain any Portion of Capital at the Yield Rate and based upon the Euro-Rate or LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital shall be funded at the Yield Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Yield Rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Period (or, solely with respect to LMIR, any day) if such Person may lawfully continue to maintain such Portion of Capital at the Yield Rate determined by reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such Person may not lawfully continue to maintain such Portion of Capital at the Yield Rate determined by reference to the Euro-Rate or LMIR to such day.

Inability to Determine Euro-Rate or LMIR. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Yield Period (or, solely with respect to LMIR, any day) (which determination shall be final and conclusive absent manifest errorconclusive) that, by reason of circumstances affecting the interbank eurodollar market generally (i) deposits in dollars Dollars (in the relevant amounts for such Yield Period) are not being offered to banks in the interbank eurodollar market for such Yield Period, (ii) adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Yield Period (or portion thereof) or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related Purchaser or the applicable Purchaser Agent) of maintaining any Portion of Capital during such Yield Period (or portion thereof)Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Yield Period (or, solely with respect to LMIR, immediately)Period, be converted to the Yield Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Yield Period (or, solely with respect to LMIR, any day)Period, the Administrator shall have been notified by any Purchaser or Purchaser Agent Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest errorconclusive) that any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by such Affected Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency Governmental Authority shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at the Yield Alternate Rate and based upon the Euro-Rate or LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Yield Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Period (or, solely with respect to LMIR, any day) if such Affected Person may lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such Affected Person may not lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day.

Inability to Determine Euro-Rate or LMIR. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Yield Period (or, solely with respect to LMIR, any day) (which determination shall be final and conclusive absent manifest errorconclusive) that, by reason of circumstances affecting the interbank eurodollar market generally (i) in respect of such Person’s Purchaser Group or otherwise), deposits in dollars (in the relevant amounts for such Yield Period) are not being offered to banks such Person in the interbank eurodollar market for such Yield Period, (ii) or adequate means do not exist for ascertaining the Euro-Rate or the LMIR for such Yield Period (or portion thereof) or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related Purchaser or the applicable Purchaser Agent) of maintaining any Portion of Capital during such Yield Period (or portion thereof)Period, then the Administrator or such Purchaser Agent shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital Investment shall be funded at the Yield Rate determined by reference to the Euro-Rate or the LMIR and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Yield Rate determined by reference to the Euro-Rate or the LMIR shall, on the last day of the then current Yield Period (or, solely with respect to LMIR, immediately)Period, be converted to the Yield Rate rate determined by reference to the Base Rate. (b) If, on or before the first day of any Yield Period (or, solely with respect to LMIR, any day)Period, the Administrator shall have been notified by any Purchaser or Purchaser, Purchaser Agent that or Liquidity Provider that, such Person has determined (which determination shall be final and conclusive absent manifest errorconclusive) that that, any enactment, promulgation or adoption of or any change in any applicable law, rule or regulationApplicable Law, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Person to fund or maintain any Portion of Capital Investment at the Yield Rate and an interest rate based upon the Euro-Rate or the LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital Investment shall be funded at the Yield Rate rate determined by reference to the Euro-Rate or the LMIR and (b) the Discount for any such outstanding Portions of Capital then funded at the Yield Rate determined by reference to the Euro-Rate or LMIR Investment shall be converted to the Yield Rate a rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Period (or, solely with respect to LMIR, any day) if such Person may lawfully continue to maintain such Portion of Capital at the Yield Rate determined Investment by reference to the Euro-Rate or the LMIR to such day, or (ii) immediately, if such Person may not lawfully continue to maintain such Portion of Capital at the Yield Rate determined Investment by reference to the Euro-Rate or the LMIR to such day.

Inability to Determine Euro-Rate or LMIR. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Yield Settlement Period (or, or solely with respect to LMIR, on any day) (which determination shall be final and conclusive absent manifest errorconclusive) that, by reason of circumstances affecting the interbank eurodollar market generally generally, (i) deposits in dollars (in the relevant amounts for such Yield Settlement Period) are not being offered to banks in the interbank eurodollar market for such Yield Settlement Period, (ii) adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Yield Settlement Period (or portion thereof) or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related Purchaser or the applicable Purchaser Agent) of maintaining any Portion of Capital during such Yield Settlement Period (or portion thereof), then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Yield Settlement Period (or, or solely with respect to LMIR, immediately), be converted to the Yield Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Yield Settlement Period (or, or solely with respect to LMIR, on any day), the Administrator shall have been notified by any Purchaser or Purchaser Agent Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest errorconclusive) that any enactment, promulgation or adoption of or any change Change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereofLaw, or compliance by such Affected Person with any guidelineChange in Law, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at the Yield Alternate Rate and based upon the Euro-Rate or LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Yield Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Settlement Period (or, or solely with respect to LMIR, any dayimmediately) if such Affected Person may lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such Affected Person may not lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day.

Inability to Determine Euro-Rate or LMIR. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Yield Period (or, or solely with respect to LMIR, on any day) (which determination shall be final and conclusive absent manifest errorconclusive) that, by reason of circumstances affecting the interbank eurodollar market generally (i) generally, deposits in dollars (in the relevant amounts for such Yield Period) are not being offered to banks in the interbank eurodollar market for such Yield Period, (ii) or adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Yield Period (or portion thereof) or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related Purchaser or the applicable Purchaser Agent) of maintaining any Portion of Capital during such Yield Period (or portion thereof)Period, then the Administrator shall give written notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital Investment shall be funded at the Yield Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Yield Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Yield Period (or, or solely with respect to LMIR, immediately), be converted to the Yield Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Yield Period (or, or solely with respect to LMIR, on any day), the Administrator shall have been notified by any Purchaser or Purchaser, Purchaser Agent that or Liquidity Provider that, such Person has determined (which determination shall be final and conclusive absent manifest errorconclusive) that that, any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Person to fund or maintain any Portion of Capital Investment at the Yield Rate and based upon the Euro-Rate or LMIR, the Administrator shall notify the Seller thereofthereof in writing. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital Investment shall be funded at the Yield Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Yield Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Yield Rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Period (or, or solely with respect to LMIR, any dayimmediately) if such Person may lawfully continue to maintain such Portion of Capital Investment at the Yield Rate determined by reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such Person may not lawfully continue to maintain such Portion of Capital Investment at the Yield Rate determined by reference to the Euro-Rate or LMIR to such day. Section 1.10. [Reserved].

Inability to Determine Euro-Rate or LMIR. (aI) If the Administrator (or any Purchaser Agent) determines before the first day of any Yield Period (or, or solely with respect to LMIR, on any day) (which determination shall be final and conclusive absent manifest errorconclusive) that, by reason of circumstances affecting the interbank eurodollar market generally generally, (i) deposits in dollars (in the relevant amounts for such Yield Period) are not being offered to banks in the interbank eurodollar market for such Yield Period, (ii) adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Yield Period (or portion thereof) or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related Purchaser or the applicable Purchaser Agent) of maintaining any Portion of Capital during such Yield Period (or portion thereof), then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Yield Period (or, or solely with respect to LMIR, immediately), be converted to the Yield Alternate Rate determined by reference to the Base Rate. (ba) If, on or before the first day of any Yield Period (or, or solely with respect to LMIR, on any day), the Administrator shall have been notified by any Purchaser or Purchaser, Purchaser Agent or Liquidity Provider that such Person has determined (which determination shall be final and conclusive absent manifest errorconclusive) that that, any enactment, promulgation or adoption of or any change after the date hereof in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Person to fund or maintain any Portion of Capital at the Yield Alternate Rate and based upon determined by reference to the Euro-Rate or LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Yield Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Period (or, or solely with respect to LMIR, any dayimmediately) if such Person may lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such Person may not lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day.

Inability to Determine Euro-Rate or LMIR. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Yield Period (or, solely with respect to LMIR, any day) (which determination shall be final and conclusive absent manifest error) that, by reason of circumstances affecting the interbank eurodollar market generally (i) deposits in dollars (in the relevant amounts for such Yield Period) are not being offered to banks in the interbank eurodollar market for such Yield Period, (ii) adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Yield Period (or portion thereof) or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related Purchaser or the applicable Purchaser Agent) of maintaining any Portion of Capital during such Yield Period (or portion thereof), then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Yield Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Yield Period (or, solely with respect to LMIR, immediately), be converted to the Yield Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Yield Period (or, solely with respect to LMIR, any day), the Administrator shall have been notified by any Purchaser or Purchaser Agent that such Person has determined (which determination shall be final and conclusive absent manifest error) that any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Person to fund or maintain any Portion of Capital at the Yield Rate and based upon the Euro-Rate or LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital shall be funded at the Yield Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Yield Rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Period (or, solely with respect to LMIR, any day) if such Person may lawfully continue to maintain such Portion of Capital at the Yield Rate determined by reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such -19- Person may not lawfully continue to maintain such Portion of Capital at the Yield Rate determined by reference to the Euro-Rate or LMIR to such day.

Inability to Determine Euro-Rate or LMIR. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Yield Period (or, or solely with respect to LMIR, on any day) (which determination shall be final and conclusive absent manifest errorconclusive) that, by reason of circumstances affecting the interbank eurodollar market generally generally, (i) deposits in dollars (in the relevant amounts for such Yield Period) are not being offered to banks in the interbank eurodollar market for such Yield Period, (ii) adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Yield Period (or portion thereof) or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related Purchaser or the applicable Purchaser Agent) of maintaining any Portion of Capital during such Yield Period (or portion thereof), then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Yield Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Yield Period (or, or solely with respect to LMIR, immediately), be converted to the Yield Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Yield Period (or, or solely with respect to LMIR, on any day), the Administrator shall have been notified by any Purchaser or Purchaser Agent Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest errorconclusive) that any enactment, promulgation or adoption of or any change Change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by such Affected Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency Change in Law shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at the Yield Rate and based upon the Euro-Rate or LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital shall be funded at the Yield Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Yield Rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Period (or, or solely with respect to LMIR, any dayimmediately) if such Affected Person may lawfully continue to maintain such Portion of Capital at the Yield Rate determined by reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such Affected Person may not lawfully continue to maintain such Portion of Capital at the Yield Rate determined by reference to the Euro-Rate or LMIR to such day.

Inability to Determine Euro-Rate or LMIR. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Yield Settlement Period (or, or solely with respect to LMIR, on any day) (which determination shall be final and conclusive absent manifest errorconclusive) that, by reason of circumstances affecting the interbank eurodollar market generally generally, (i) deposits in dollars (in the relevant amounts for such Yield PeriodSettlement Period (or portion thereof)) are not being offered to banks in the interbank eurodollar market for such Yield PeriodSettlement Period (or portion thereof), (ii) adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Yield Settlement Period (or portion thereof) or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related such Purchaser or the applicable such Purchaser’s Purchaser Agent) of maintaining any Portion of Capital during such Yield Settlement Period (or portion thereof), then the Administrator (or any Purchaser Agent) shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Yield Alternate Rate or Base Rate, in either case determined by reference to the Euro-Rate or LMIR and LMIR, (b) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Yield Settlement Period (or, or solely with respect to LMIR, immediately), be converted to the Yield Alternate Rate determined by reference to the Base RateRate without reference to clause (c) of the definition thereof and (c) the Discount for any outstanding Portions of Capital then funded at the Base Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Settlement Period (or solely with respect to LMIR, immediately), be converted to the Base Rate determined without reference to clause (c) of the definition thereof. (b) If, on or before the first day of any Yield Settlement Period (or, or solely with respect to LMIR, on any day), the Administrator shall have been notified by any Purchaser or Purchaser Agent Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest errorconclusive) that that, any enactment, promulgation or adoption of or any change in any Regulatory Change, applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank Governmental Authority or comparable agency charged with the interpretation or administration thereof, or compliance by such Affected Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at the Yield Alternate Rate and based upon the Euro-Rate or LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Yield Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Settlement Period (or, or solely with respect to LMIR, any dayimmediately) if such Affected Person may lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such Affected Person may not lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day.

Inability to Determine Euro-Rate or LMIR. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Yield Settlement Period (or, or solely with respect to LMIR, on any day) (which determination shall be final and conclusive absent manifest errorconclusive) that, by reason of circumstances affecting the interbank eurodollar market generally generally, (i) deposits in dollars (in the relevant amounts for such Yield Settlement Period) are not being offered to banks in the interbank eurodollar market for such Yield Settlement Period, (ii) adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Yield Settlement Period (or portion thereof) or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related such Purchaser or the applicable such Purchaser’s Purchaser Agent) of maintaining any Portion of Capital during such Yield Settlement Period (or portion thereof), then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Yield Settlement Period (or, or solely with respect to LMIR, immediately), be converted to the Yield Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Yield Settlement Period (or, or solely with respect to LMIR, on any day), the Administrator shall have been notified by any Purchaser or Purchaser Agent Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest errorconclusive) that that, any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Affected Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at the Yield Alternate Rate and based upon the Euro-Rate or LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Yield Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Settlement Period (or, or solely with respect to LMIR, any dayimmediately) if such Affected Person may lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such Affected Person may not lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day. (f) Each signature block as well as notice information thereunder for Market Street set forth on signature pages S-3 and S-4 of the Agreement are hereby deleted in their entirety. (g) The following new defined terms and definitions thereof are hereby added to Exhibit I to the Agreement in appropriate alphabetical order:

Inability to Determine Euro-Rate or LMIR. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Yield Settlement Period (or, or solely with respect to LMIR, on any day) (which determination shall be final and conclusive absent manifest errorconclusive) that, by reason of circumstances affecting the interbank eurodollar market generally generally, (i) deposits in dollars (in the relevant amounts for such Yield Settlement Period) are not being offered to banks in the interbank eurodollar market for such Yield Settlement Period, (ii) adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Yield Settlement Period (or portion thereof) or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related Purchaser or the applicable Purchaser Agent) of maintaining any Portion of Capital during such Yield Settlement Period (or portion thereof), then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Yield Settlement Period (or, or solely with respect to LMIR, immediately), be converted to the Yield Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Yield Settlement Period (or, or solely with respect to LMIR, on any day), the Administrator shall have been notified by any Purchaser or Purchaser Agent Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest errorconclusive) that any enactment, promulgation or adoption of or any change Change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereofLaw, or compliance by such Affected Person with any guidelineChange in Law, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at the Yield Alternate Rate and based upon the Euro-Rate or LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Yield Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Settlement Period (or, or solely with respect to LMIR, any dayimmediately) if such Affected Person may lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such Affected Person may not lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day. (e) The following new defined terms and definitions thereof are hereby added to Exhibit I to the Agreement in appropriate alphabetical order:

Inability to Determine Euro-Rate or LMIR. (a) If IfSubject to Section 1.12, if the Administrator (or any Purchaser Agent) determines before the first day of any Yield Period (or, solely with respect to LMIR, any day) (which determination shall be final and conclusive absent manifest errorconclusive) that, by reason of circumstances affecting the interbank eurodollar market generally (i) in respect of such Person’s Purchaser Group or otherwise), deposits in dollars (in the relevant amounts for such Yield Period) are not being offered to banks such Person in the interbank eurodollar market for such Yield Period, (ii) or adequate means do not exist for ascertaining the Euro-Rate or the LMIR for such Yield Period (or portion thereof) or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related Purchaser or the applicable Purchaser Agent) of maintaining any Portion of Capital during such Yield Period (or portion thereof)Period, then the Administrator or such Purchaser Agent shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital Investment shall be funded at the Yield Rate determined by reference to the Euro-Rate or the LMIR and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Yield Rate determined by reference to the Euro-Rate or the LMIR shall, on the last day of the then current Yield Period (or, solely with respect to LMIR, immediately)Period, be converted to the Yield Rate rate determined by reference to the Base Rate. (b) IfIfSubject to Section 1.12, if, on or before the first day of any Yield Period (or, solely with respect to LMIR, any day)Period, the Administrator shall have been notified by any Purchaser or Purchaser, Purchaser Agent that or Liquidity Provider that, such Person has determined (which determination shall be final and conclusive absent manifest errorconclusive) that that, any enactment, promulgation or adoption of or any change in any applicable law, rule or regulationApplicable Law, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Person to fund or maintain any Portion of Capital Investment at the Yield Rate and an interest rate based upon the Euro-Rate or the LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital Investment shall be funded at the Yield Rate rate determined by reference to the Euro-Rate or the LMIR and (b) the Discount for any such outstanding Portions of Capital then funded at the Yield Rate determined by reference to the Euro-Rate or LMIR Investment shall be converted to the Yield Rate a rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Period (or, solely with respect to LMIR, any day) if such Person may lawfully continue to maintain such Portion of Capital at the Yield Rate determined Investment by reference to the Euro-Rate or the LMIR to such day, or (ii) immediately, if such Person may not lawfully continue to maintain such Portion of Capital at the Yield Rate determined Investment by reference to the Euro-Rate or the LMIR to such day.

Inability to Determine Euro-Rate or LMIR. (a) If the Administrator (or any Purchaser Agent) determines before the first day of on any Yield Period (or, solely with respect to LMIR, any day) Business Day (which determination shall be final and conclusive absent manifest error) that, by reason of circumstances affecting the interbank eurodollar market generally generally, (i) deposits in dollars (in the relevant amounts for such Yield Period) are not being offered to banks in the interbank eurodollar market for such Yield Periodday, (ii) adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Yield Period (or portion thereof) day or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related such Purchaser or the applicable such Purchaser’s Purchaser Agent) of maintaining any Portion of Capital during such any Yield Period (or portion thereof), then the Administrator (or any Purchaser Agent) shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (aA) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (bB) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Yield Period (or, solely with respect to LMIR, immediately), shall be converted to the Yield Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Yield Period (or, solely with respect to LMIR, any day), the Administrator shall have been notified by any Purchaser or Purchaser, Purchaser Agent or Liquidity Provider that such Person has determined (which determination shall be final and conclusive absent manifest errorconclusive) that that, any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Person to fund or maintain any Portion of Capital at the Yield Alternate Rate and based upon determined by reference to the Euro-Rate or LMIR, then the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (aA) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (bB) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Yield Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Period (or, or solely with respect to LMIR, any dayimmediately) if such Affected Person may lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such Affected Person may not lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day.

Inability to Determine Euro-Rate or LMIR. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Yield Period (or, or solely with respect to LMIR, on any day) (which determination shall be final and conclusive absent manifest errorconclusive) that, by reason of circumstances affecting the interbank eurodollar market generally (i) generally, deposits in dollars (in the relevant amounts for such Yield Period) are not being offered to banks in the interbank eurodollar market for such Yield Period, (ii) or adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Yield Period (or portion thereof) or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related Purchaser or the applicable Purchaser Agent) of maintaining any Portion of Capital during such Yield Period (or portion thereof)Period, then the Administrator shall give written notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital Investment shall be funded at the Yield Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Yield Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Yield Period (or, or solely with respect to LMIR, immediately), be converted to the Yield Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Yield Period (or, or solely with respect to LMIR, on any day), the Administrator shall have been notified by any Purchaser or Purchaser, Purchaser Agent that or Liquidity Provider that, such Person has determined (which determination shall be final and conclusive absent manifest errorconclusive) that that, any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Person to fund or maintain any Portion of Capital Investment at the Yield Rate and based upon the Euro-Rate or LMIR, the Administrator shall notify the Seller thereofthereof in writing. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital Investment shall be funded at the Yield Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Yield Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Yield Rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Period (or, or solely with respect to LMIR, any dayimmediately) if such Person may lawfully continue to maintain such Portion of Capital Investment at the Yield Rate determined by reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such Person may not lawfully continue to maintain such Portion of Capital Investment at the Yield Rate determined by reference to the Euro-Rate or LMIR to such day. (e) The signature block for Market Street set forth on signature page S-3 of the Agreement is hereby deleted in its entirety. (f) The notice information for PNC in each of its capacities under the Agreement is hereby replaced in its entirety with the following: Address: PNC Bank, National Association Three PNC Plaza 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Attention: Xxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 (g) The following new defined terms and definitions thereof are hereby added to Exhibit I to the Agreement in appropriate alphabetical order:

Inability to Determine Euro-Rate or LMIR. (a) If the Administrator (or any Purchaser Agent) reasonably determines before the first on any day of any Yield Period (or, solely with respect to LMIR, any day) (which determination shall be final and conclusive absent manifest error) that, by reason of circumstances affecting the interbank eurodollar market generally generally, (i) deposits in dollars (in the relevant amounts for such Yield Period) are not being offered to banks in the interbank eurodollar market for such Yield Periodday, (ii) adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Yield Period (or portion thereof) day or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related such Purchaser or the applicable such Purchaser’s Purchaser Agent) of maintaining any Portion of Capital during such Yield any Settlement Period (or portion thereof), then the Administrator (or any Purchaser Agent) shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (aA) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (bB) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Yield Period (or, solely with respect to LMIR, immediately), shall be converted to the Yield Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Yield Period (or, solely with respect to LMIR, any day), the Administrator shall have been notified by any Purchaser or Purchaser Agent Affected Person that such Affected Person has reasonably determined (which determination shall be final and conclusive absent manifest errorconclusive) that any enactment, promulgation or adoption of or any change Change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereofLaw, or compliance by such Affected Person with any guidelineChange in Law, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at the Yield Alternate Rate and based upon determined by reference to the Euro-Rate or LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (aA) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (bB) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Yield Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Settlement Period (or, or solely with respect to LMIR, any dayimmediately) if such Affected Person may lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such Affected Person may not lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such daythe last day of the then current Settlement Period (or solely with respect to LMIR, immediately). (iii) The notice information for PNC in each of its capacities under the Agreement is hereby replaced in its entirety with the following: Address: PNC Bank, National Association Three PNC Plaza 225 Fiftx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Attention: Robyn Rexxxx Telephone: (412) 760-0000 Facsimile: (412) 760-0000 Email: robyn.rexxxx@xxx.xxx (xx) The following new defined terms and definitions thereof are hereby added to Exhibit I to the Agreement in appropriate alphabetical order:

Inability to Determine Euro-Rate or LMIR. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Yield Period (or, solely with respect to LMIR, any day) (which determination shall be final and conclusive absent manifest errorconclusive) that, by reason of circumstances affecting the interbank eurodollar market generally (i) deposits in dollars (in the relevant amounts for such Yield Period) are not being offered to banks in the interbank eurodollar market for such Yield Period, (ii) adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Yield Period (or portion thereof) or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related Purchaser or the applicable Purchaser Agent) of maintaining any Portion of Capital during such Yield Period (or portion thereof), then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Yield Period (or, solely with respect to LMIR, immediately), be converted to the Yield Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Yield Period (or, solely with respect to LMIR, any day), the Administrator shall have been notified by any Purchaser or Purchaser Agent Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest errorconclusive) that any enactment, promulgation Regulatory Change or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereofSpecified Regulation, or compliance by such Affected Person with any guidelineRegulatory Change or Specified Regulation, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at the Yield Alternate Rate and based upon the Euro-Rate or LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Yield Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Period (or, solely with respect to LMIR, any day) if such Affected Person may lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such Affected Person may not lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day.

Inability to Determine Euro-Rate or LMIR. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Yield Settlement Period (or, or solely with respect to LMIR, on any day) (which determination shall be final and conclusive absent manifest errorconclusive) that, by reason of circumstances affecting the interbank eurodollar market generally generally, (i) deposits in dollars (in the relevant amounts for such Yield Settlement Period) are not being offered to banks in the interbank eurodollar market for such Yield Settlement Period, (ii) adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Yield Settlement Period (or portion thereof) or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related Purchaser or the applicable Purchaser Agentsuch Purchaser) of maintaining any Portion of Capital during such Yield Settlement Period (or portion thereof), then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (ai) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (bii) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Yield Settlement Period (or, or solely with respect to LMIR, immediately), be converted to the Yield Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Yield Settlement Period (or, or solely with respect to LMIR, on any day), the Administrator shall have been notified by any Purchaser or Purchaser Agent Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest errorconclusive) that any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Affected Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at the Yield Alternate Rate and based upon the Euro-Rate or LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (ai) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (bii) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Yield Alternate Rate determined by reference to the Base Rate either (iA) on the last day of the then current Yield Settlement Period (or, or solely with respect to LMIR, any dayimmediately) if such Affected Person may lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day, or (iiB) immediately, if such Affected Person may not lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day. (h) The notice information for PNC in its capacities as Administrator under the Agreement is hereby replaced in its entirety with the following: Address: PNC Bank, National Association Three PNC Plaza 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Attention: Xxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 (i) The signature block as well as the notice information thereunder for Market Street set forth on signature page S-6 of the Agreement are hereby deleted in their entirety. (j) The following new defined terms and definitions thereof are hereby added to Exhibit I to the Agreement in appropriate alphabetic order:

Inability to Determine Euro-Rate or LMIR. (a) If the Administrator (or any Purchaser Agent) determines before the first on any day of any Yield Period (or, solely with respect to LMIR, any day) (which determination shall be final and conclusive absent manifest error) that, by reason of circumstances affecting the interbank eurodollar market generally generally, (i) deposits in dollars (in the relevant amounts for such Yield Period) are not being offered to banks in the interbank eurodollar market for such Yield Periodday, (ii) adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Yield Period (or portion thereof) day or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related such Purchaser or the applicable such Purchaser’s Purchaser Agent) of maintaining any Portion of Capital during such Yield any Settlement Period (or portion thereof), then the Administrator (or any Purchaser Agent) shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (aA) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (bB) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Yield Period (or, solely with respect to LMIR, immediately), shall be converted to the Yield Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Yield Period (or, solely with respect to LMIR, any day), the Administrator shall have been notified by any Purchaser or Purchaser Agent Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest errorconclusive) that any enactment, promulgation or adoption of or any change Change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereofLaw, or compliance by such Affected Person with any guidelineChange in Law, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at the Yield Alternate Rate and based upon determined by reference to the Euro-Rate or LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (aA) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (bB) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Yield Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Settlement Period (or, or solely with respect to LMIR, any dayimmediately) if such Affected Person may lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such Affected Person may not lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such daythe last day of the then-current Settlement Period (or solely with respect to LMIR, immediately).

Inability to Determine Euro-Rate or LMIR. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Yield Period (or, solely with respect to LMIR, any day) (which determination shall be final and conclusive absent manifest errorconclusive) that, by reason of circumstances affecting the interbank eurodollar market generally (i) in respect of such Person’s Purchaser Group or otherwise), deposits in dollars (in the relevant amounts for such Yield Period) are not being offered to banks such Person in the interbank eurodollar market for such Yield Period, (ii) or adequate means do not exist for ascertaining the Euro-Rate or the LMIR for such Yield Period (or portion thereof) or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related Purchaser or the applicable Purchaser Agent) of maintaining any Portion of Capital during such Yield Period (or portion thereof)Period, then the Administrator or such Purchaser Agent shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital Investment shall be funded at the Yield Rate determined by reference to the Euro-Rate or the LMIR and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Yield Rate determined by reference to the Euro-Rate or the LMIR shall, on the last day of the then current Yield Period (or, solely with respect to LMIR, immediately)Period, be converted to the Yield Rate rate determined by reference to the Base Rate. (b) If, on or before the first day of any Yield Period (or, solely with respect to LMIR, any day)Period, the Administrator shall have been notified by any Purchaser or Purchaser, Purchaser Agent that or Liquidity Provider that, such Person has determined (which determination shall be final and conclusive absent manifest errorconclusive) that that, any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Person to fund or maintain any Portion of Capital Investment at the Yield Rate and an interest rate based upon the Euro-Rate or the LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital Investment shall be funded at the Yield Rate rate determined by reference to the Euro-Rate or the LMIR and (b) the Discount for any such outstanding Portions of Capital then funded at the Yield Rate determined by reference to the Euro-Rate or LMIR Investment shall be converted to the Yield Rate a rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Period (or, solely with respect to LMIR, any day) if such Person may lawfully continue to maintain such Portion of Capital at the Yield Rate determined Investment by reference to the Euro-Rate or the LMIR to such day, or (ii) immediately, if such Person may not lawfully continue to maintain such Portion of Capital at the Yield Rate determined Investment by reference to the Euro-Rate or the LMIR to such day.

Inability to Determine Euro-Rate or LMIR. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Yield Period (or, or solely with respect to LMIR, on any day) (which determination shall be final and conclusive absent in the absence of manifest error) that, by reason of circumstances affecting the interbank eurodollar market generally (i) deposits in dollars (in the relevant amounts for such Yield Period) are not being offered to banks in the interbank eurodollar market for such Yield Period, (ii) adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Yield Period (or portion thereof) ), or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by the related such Purchaser or the applicable such Purchaser's Purchaser Agent) of maintaining any Portion of Capital during such Yield Period (or portion thereof), then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Yield Period (or, or solely with respect to LMIR, immediately), be converted to the Yield Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Yield Period (or, or solely with respect to LMIR, on any day), the Administrator shall have been notified by any Purchaser or Purchaser, Purchaser Agent that or Liquidity Provider that, such Person has determined (which determination shall be final and conclusive absent manifest errorconclusive) that that, any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Person to fund or maintain any Portion of Capital at the Yield Alternate Rate and based upon determined by reference to the Euro-Rate or LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital shall be funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Yield Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Yield Period (or, or solely with respect to LMIR, on any day) if such Person may lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such Person may not lawfully continue to maintain such Portion of Capital at the Yield Alternate Rate determined by reference to the Euro-Rate or LMIR to such day.