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

Inability to Determine Euro-Rate. (a) If the Administrator determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser that, such Purchaser has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first on any day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars U.S. Dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for on such Settlement Periodday, or adequate means do not exist for ascertaining the Euro-Rate for on such Settlement Periodday, then then, the Administrator or such Purchaser Agent, as applicable, 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 Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, shall be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Periodday, the Administrator shall have been notified by any Purchaser Affected Person that, such Purchaser Affected Person has determined (which determination shall be final and conclusive) that, any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, Applicable 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall immediately be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such dayRate.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Period (or solely with respect to LMIR, on any day) (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, (i) deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or (ii) adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Settlement PeriodPeriod (or portion thereof) or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by such Purchaser or such Purchaser’s Purchaser Agent) of maintaining any Portion of Capital during such 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 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 Alternate Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Settlement PeriodPeriod (or solely with respect to LMIR, immediately), be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement PeriodPeriod (or solely with respect to LMIR, on any day), the Administrator shall have been notified by any Purchaser that, Affected Person that such Purchaser Affected Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-RateRate 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 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 Alternate Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period (or solely with respect to LMIR, immediately) if such Purchaser Affected Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such Purchaser Affected Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate or LMIR to such day.

Inability to Determine Euro-Rate. (a) If the Administrator determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller that the circumstances giving rise to such suspension no longer exist, (ai) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser that, that such Purchaser has determined (which determination shall be final and conclusive) 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Purchaser 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 Purchaser to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (iA) on the last day of the then current Settlement Period if such Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (iiB) immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Yield Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, generally (i) deposits in dollars (in the relevant amounts for such Settlement Yield Period) are not being offered to banks in the interbank eurodollar market for such Settlement Yield Period, or (ii) adequate means do not exist for ascertaining the Euro-Rate for such Settlement Yield Period or (iii) the Euro-Rate 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, 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 Alternate Yield Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Yield Period, be converted to the Alternate Yield Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Yield Period, the Administrator shall have been notified by any Purchaser, Purchaser Agent or Liquidity Provider that, such Purchaser Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Person to fund or maintain any Portion of Capital at the Alternate Yield Rate and based upon the Euro-Rate, 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 Alternate Yield Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall be converted to the Alternate Yield Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Yield Period if such Purchaser Person may lawfully continue to maintain such Portion of Capital at the Alternate Yield Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Person may not lawfully continue to maintain such Portion of Capital at the Alternate Yield Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller that the circumstances giving rise to such suspension no longer exist, (ai) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser that, such Purchaser has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (iA) on the last day of the then current Settlement Period if such Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (iiB) immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator Administrative Agent (or any Purchaser) determines before the first day of any Settlement Yield Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, generally (i) deposits in dollars (in the relevant amounts for such Settlement Yield Period) are not being offered to banks in the interbank eurodollar market for such Settlement Yield Period, or (ii) adequate means do not exist for ascertaining the Euro-Rate for such Settlement Yield Period or (iii) the Euro-Rate does not accurately reflect the cost to any Purchaser (as determined by the related Purchaser) of maintaining any Portion of Capital during such Yield Period, then the Administrator Administrative Agent shall give notice thereof to the Seller. Thereafter, until the Administrator Administrative Agent or such Purchaser notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded by the affected Purchaser(s) at the Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded by the affected Purchaser(s) at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Yield Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Yield Period, the Administrator Administrative Agent shall have been notified by any Purchaser that, Affected Person that such Purchaser Affected Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, the Administrator Administrative Agent shall notify the Seller thereof. Upon receipt of such notice, until the Administrator Administrative Agent notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital in respect of such Affected Person shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Yield Period if such Purchaser Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Yield Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Yield Period) are not being offered to banks in the interbank eurodollar market for such Settlement Yield Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Yield 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, (aA) no Portion of Capital Investment shall be funded at the Alternate Yield Rate determined by reference to the Euro-Rate and (bB) the Discount for any outstanding Portions of Capital Investment then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Yield Period, be converted to the Alternate Yield Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Yield Period, the Administrator shall have been notified by any Purchaser, Purchaser Agent or Liquidity Provider that, such Purchaser Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Person to fund or maintain any Portion of Capital Investment at the Alternate Yield Rate and based upon the Euro-Rate, 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 Investment funded by the affected Person shall be funded at the Alternate Yield Rate determined by reference to the Euro-Rate and (bB) the Discount for any outstanding Portions of Capital Investment then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall be converted to the Alternate Yield Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Yield Period if such Purchaser Person may lawfully continue to maintain such Portion of Capital Investment at the Alternate Yield Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Person may not lawfully continue to maintain such Portion of Capital Investment at the Alternate Yield Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Yield Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar or LIBOR market generally, deposits in dollars (in the relevant amounts for such Settlement Yield Period) are not being offered to banks in the interbank eurodollar market for such Settlement Yield Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Yield 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 Investment shall be funded at the Alternate Yield Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Yield Period, be converted to the Alternate Yield Rate determined by reference to the applicable Base RateRate with respect to each related Purchaser. (b) If, on or before the first day of any Settlement Yield Period, the Administrator shall have been notified by any Purchaser Affected Person that, such Purchaser Affected Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital Investment at the Alternate Yield Rate and based upon the Euro-RateRate or such Affected Person is unable to obtain matching deposits in the London interbank market to fund its Purchase or maintenance of any Portion of Investment or that the Euro-Rate applicable for such Portion of Investment will not adequately reflect the cost to such Person of funding or maintaining such Portion of Investment, 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 Alternate Yield Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall be converted to the Alternate Yield Rate determined by reference to the applicable Base Rate with respect to each related Purchaser either (i) on the last day of the then current Settlement Yield Period if such Purchaser Person may lawfully continue to maintain such Portion of Capital Investment at the Alternate Yield Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Person may not lawfully continue to maintain such Portion of Capital Investment at the Alternate Yield Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first on any day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for on such Settlement Periodday, or adequate means do not exist for ascertaining the Euro-Rate for on such Settlement Periodday, then then, the Administrator or such Purchaser Agent, as applicable, 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 Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, shall be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Periodday, the Administrator shall have been notified by any Purchaser Affected Person that, such Purchaser Affected Person has determined (which determination shall be final and conclusive) that, any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, Applicable 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall immediately be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such dayRate.

Inability to Determine Euro-Rate. (a) If the Administrator determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, (i) deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or (ii) adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period or (iii) the Euro Rate does not accurately reflect the cost to any Purchaser (as determined by such Purchaser) of maintaining any Portion of Capital during such Settlement Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller that the circumstances giving rise to such suspension no longer exist, (ai) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser that, Affected Person that such Purchaser Affected Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (iA) on the last day of the then current Settlement Period if such Purchaser Affected Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (iiB) immediately, if such Purchaser Affected Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Yield Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Yield Period) are not being offered to banks in the interbank eurodollar market for such Settlement Yield Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Yield 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 Investment shall be funded at the Alternate Yield Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Yield Period, be converted to the Alternate Yield Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Yield Period, the Administrator shall have been notified by any Purchaser, Purchaser Agent or Liquidity Provider that, such Purchaser Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Person to fund or maintain any Portion of Capital Investment at the Alternate Yield Rate and based upon the Euro-Rate, 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 Alternate Yield Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall be converted to the Alternate Yield Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Yield Period if such Purchaser Person may lawfully continue to maintain such Portion of Capital Investment at the Alternate Yield Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Person may not lawfully continue to maintain such Portion of Capital Investment at the Alternate Yield Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser that, such Purchaser has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, the Administrator shall notify the Seller thereof. Upon receipt of such 11 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Yield Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Yield Period) are not being offered to banks in the interbank eurodollar market for such Settlement Yield Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Yield 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 Investment shall be funded at the Alternate Yield Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Yield Period, be converted to the Alternate Yield Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Yield Period, the Administrator shall have been notified by any Purchaser, Purchaser Agent or Liquidity Provider that, such Purchaser Person has determined (which determination shall be final and conclusive) 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Purchaser 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 Purchaser Person to fund or maintain any Portion of Capital Investment at the Alternate Yield Rate and based upon the Euro-Rate, 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 Alternate Yield Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall be converted to the Alternate Yield Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Yield Period if such Purchaser Person may lawfully continue to maintain such Portion of Capital Investment at the Alternate Yield Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Person may not lawfully continue to maintain such Portion of Capital Investment at the Alternate Yield Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator Administrative Agent determines before the first day of any Settlement Fixed Period with respect to any Portion of Investment (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Fixed Period) are not being offered to banks in the interbank eurodollar market for such Settlement Fixed Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Fixed Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator Administrative Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, exist (a) no Portion of Capital Investment shall be funded at a discount rate (for the Alternate Rate related Yield) determined by reference to the Euro-Rate and (b) the Discount Yield for any outstanding Portions of Capital Investment then funded at discount rate (for the Alternate Rate related Yield) determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Fixed Period, be converted to discount rate (for the Alternate Rate related Yield) determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Fixed Period, the Administrator Administrative Agent shall have been notified by any Purchaser or Liquidity Provider that, such Purchaser Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Person to fund or maintain any Portion of Capital Investment at a discount rate (for the Alternate Rate and related Yield) based upon the Euro-Rate, the Administrator shall notify the Seller thereof. Upon receipt of such notice, then until the Administrator Administrative Agent notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital Investment shall be funded at a discount rate (for the Alternate Rate related Yield) determined by reference to the Euro-Rate and (b) the Discount Yield for any outstanding Portions of Capital Investment then funded at a discount rate (for the Alternate Rate related Yield) determined by reference to the Euro-Rate shall be converted to a discount rate (for the Alternate Rate related Yield) determined by reference to the Base Rate either (i) on the last day of the then current Settlement Fixed Period if such Purchaser Person may lawfully continue to maintain such Portion of Capital Investment at a discount rate (for the Alternate Rate related Yield) determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Person may not lawfully continue to maintain such Portion of Capital Investment at a discount rate (for the Alternate Rate related Yield) determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser that, such Purchaser has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Euro- Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller that the circumstances giving rise to such suspension no longer exist, (ai) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by the Issuer or any Purchaser Liquidity Provider that, the Issuer or such Purchaser Liquidity Provider, as the case may be, has determined (which determination shall be final and conclusive) 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 the Issuer or such Purchaser Liquidity Provider, as the case may be, 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 the Issuer or such Purchaser Liquidity Provider, as the case may be, to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (iA) on the last day of the then current Settlement Period if the Issuer or such Purchaser Liquidity Provider, as the case may be, may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (iiB) immediately, if the Issuer or such Purchaser Liquidity Provider, as the case may be, may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, generally (i) deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or (ii) adequate means do not exist for ascertaining the Euro-Rate for such Settlement PeriodPeriod (or portion thereof) or (iii) the Euro-Rate 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 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser that, Affected Person that such Purchaser Affected Person has determined (which determination shall be final and conclusive) that, 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser Affected Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Affected Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. Subject to Section 1.21: (a) If the Administrator (or any Purchaser Agent) determines before the first on any day of any Settlement Period (which determination shall be final and conclusiveconclusive absent manifest error) that, by reason of circumstances affecting the interbank eurodollar market generally, (i) deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Periodday, or (ii) adequate means do not exist for ascertaining the Euro-Rate for such day or (iii) the Euro-Rate does not accurately reflect the cost to any Purchaser (as determined by such Purchaser or such Purchaser’s Purchaser Agent) of maintaining any Portion of Capital during any Settlement PeriodPeriod (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 Alternate Rate determined by reference to the Euro-Rate and (bB) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, shall be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Periodday, the Administrator shall have been notified by any Purchaser that, Affected Person that such Purchaser Affected Person has determined (which determination shall be final and conclusive) that, 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon determined by reference to the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (bB) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser Affected Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Affected Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to the last day of the then-current Settlement Period. (c) If at any time the Administrator determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a) of this Section have arisen and such daycircumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a) of this Section have not arisen but the supervisor for the administrator of the Euro-Rate or a Governmental Authority having jurisdiction over the Administrator has made a public statement identifying a specific date after which the Euro-Rate shall no longer be used for determining interest rates for U.S. dollar denominated loans in similar financing transactions, then the Administrator and the Seller shall endeavor to establish an alternate rate to the Euro-Rate to determine Discount for any outstanding Portions of Capital funded at the Alternate Rate determined by reference to the Euro-Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate to determine Discount for any outstanding Portions of Capital funded at the Alternate Rate determined by reference to the Euro-Rate and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate to determine Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 5.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrator shall not have received, within five Business Days of the date notice of such alternate rate to determine Discount is provided to the Purchasers, a written notice from the Majority Purchaser Agents stating that such Majority Purchaser Agents object to such amendment. Until an alternate rate to determine Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (c), only to the extent the Euro-Rate for such Settlement Period is not available or published at such time on a current basis), the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate; provided that the Seller may, on a one-time basis, on any day during the period from the effective date of such conversion to the first Settlement Date occurring thereafter, repay Capital without penalty or payment otherwise required under Section 1.8 hereof.

Inability to Determine Euro-Rate. (a) If the Administrator determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser Affected Person that, such Purchaser Affected Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser Affected Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Affected Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, (i) deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or (ii) adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period or (iii) the Euro-Rate does not accurately reflect the cost to any Purchaser (as determined by such Purchaser or such Purchaser’s Purchaser Agent) of maintaining any Portion of Capital during such Settlement 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser that, Affected Person that such Purchaser Affected Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser Affected Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Affected Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator Agent determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period, then the Administrator Agent shall give notice thereof to the Seller. Thereafter, until the Administrator 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator Agent shall have determined, or shall have been notified by any Purchaser that, that such Purchaser has determined (which determination shall be final and conclusive) 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 the Agent or any such Purchaser 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 Purchaser to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, the Administrator Agent shall notify the Seller thereof. Upon receipt of such notice, until the Administrator Agent notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such and to the extent the Agent and all Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such the Agent or any applicable Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator or any Purchaser Agent determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, (i) deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or (ii) adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period or (iii) the Euro Rate does not accurately reflect the cost to any Purchaser (as determined by such Purchaser or its related Purchaser Agent) of maintaining any Portion of Capital during such Settlement 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, (ai) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser that, Affected Person that such Purchaser Affected Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Euro Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (iA) on the last day of the then current Settlement Period if such Purchaser Affected Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (iiB) immediately, if such Purchaser Affected Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator determines before the first day of any Settlement Period (which determination shall be final and conclusive, absent manifest error) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser that, such Purchaser 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 Purchaser 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 Purchaser to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator -------------------------------- determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser that, that such Purchaser has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Euro- Rate to such day, or (ii) immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Yield Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, generally (i) deposits in dollars Dollars (in the relevant amounts for such Settlement Yield Period) are not being offered to banks in the interbank eurodollar market for such Settlement Yield Period, or (ii) adequate means do not exist for ascertaining the Euro-Rate for such Settlement Yield Period or (iii) the Euro-Rate 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, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Yield Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Yield Period, the Administrator shall have been notified by any Purchaser that, Affected Person that such Purchaser Affected Person has determined (which determination shall be final and conclusive) 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 Governmental Authority charged with the interpretation or administration thereof, or compliance by such Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Yield Period if such Purchaser Affected Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Affected Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator -------------------------------- determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser that, such Purchaser has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller that the circumstances giving rise to such suspension no longer exist, (ai) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser Affected Person that, such Purchaser Affected Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (iA) on the last day of the then current Settlement Period if such Purchaser Affected Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (iiB) immediately, if such Purchaser Affected Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator or any Purchaser Agent determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period, then the Administrator or any Purchaser Agent shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller that the circumstances giving rise to such suspension no longer exist, (aA) no Portion of Capital shall be funded at the Alternate Yield Rate determined by reference to the Euro-Rate and (bB) the Discount for any outstanding Portions of Capital then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Yield Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser, Purchaser Agent or Liquidity Provider that, such Purchaser Person has determined (which determination shall be final and conclusive) 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Purchaser 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 Purchaser Person to fund or maintain any Portion of Capital at the Alternate Yield Rate and based upon the Euro-Rate, 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 funded by such Affected Person shall be funded at the Alternate Yield Rate determined by reference to the Euro-Rate and (bB) the Discount for any outstanding Portions of Capital then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall be converted to the Alternate Yield Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser Person may lawfully continue to maintain such Portion of Capital at the Alternate Yield Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Person may not lawfully continue to maintain such Portion of Capital at the Alternate Yield Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser that, that such Purchaser has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator Agent determines before the first day of any Settlement Calculation Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Calculation Period) are not being offered to banks in the interbank eurodollar market for such Settlement Calculation Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Calculation Period, then the Administrator Agent shall give notice thereof to the Seller. Thereafter, until the Administrator 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 Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount Yield for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Calculation Period, be converted to the Alternate Rate determined by reference to the Base Rate (without giving effect to clause (c) of the definition of “Base Rate”). (b) If, on or before the first day of any Settlement Calculation Period, the Administrator Agent shall have been notified by any Purchaser Affected Person that, such Purchaser Affected Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate a Yield Rate and based upon determined by reference to the Euro-Rate, the Administrator Agent shall notify the Seller thereof. Upon receipt of such notice, until the Administrator Agent notifies the Seller that the circumstances giving rise to such determination no longer apply, (ai) no Portion of Capital shall be funded at the Alternate a Yield Rate determined by reference to the Euro-Rate and (bii) the Discount Yield for any outstanding Portions of Capital then funded at the Alternate a Yield Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate (without giving effect to clause (c) of the definition of “Base Rate”) either (iA) on the last day of the then current Settlement Calculation Period if such Purchaser Affected Person may lawfully continue to maintain such Portion of Capital at the Alternate a Yield Rate determined by reference to the Euro-Rate to such day, or (iiB) immediately, if such Purchaser Affected Person may not lawfully continue to maintain such Portion of Capital at the Alternate a Yield Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period, then the Administrator or such Purchaser Agent, as applicable, 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 Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser Affected Person that, such Purchaser Affected Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (iA) on the last day of the then current Settlement Period if such Purchaser Affected Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (iiB) immediately, if such Purchaser Affected Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first on any day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for on such Settlement Periodday, or adequate means do not exist for ascertaining the Euro-Rate for on such Settlement Periodday, then then, the Administrator or such Purchaser Agent, as applicable, 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 Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, shall be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Periodday, the Administrator shall have been notified by any Purchaser Affected Person that, such Purchaser Affected Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall immediately be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such dayRate.

Inability to Determine Euro-Rate. (a) If the Administrator determines before the first day of any Settlement Yield Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Yield Period) are not being offered to banks in the interbank eurodollar market for such Settlement Yield Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Yield Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Alternate Yield Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Yield Period, be converted to the Alternate Yield Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Yield Period, the Administrator shall have been notified by any Purchaser that, such Purchaser has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser to fund or maintain any Portion of Capital at the Alternate Yield Rate and based upon the Euro-Rate, 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 Alternate Yield Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall be converted to the Alternate Yield Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Yield Period if such Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Yield Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.such

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Yield Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Yield Period) are not being offered to banks in the interbank eurodollar market for such Settlement Yield Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Yield 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 Investment shall be funded at the Alternate Yield Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Yield Period, be converted to the Alternate Yield Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Yield Period, the Administrator shall have been notified by any Purchaser, Purchaser Agent or Liquidity Provider that, such Purchaser Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Person to fund or maintain any Portion of Capital Investment at the Alternate Yield Rate and based upon determined by reference to the Euro-Rate, 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 Alternate Yield Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall be converted to the Alternate Yield Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Yield Period if such Purchaser Person may lawfully continue to maintain such Portion of Capital Investment at the Alternate Yield Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Person may not lawfully continue to maintain such Portion of Capital Investment at the Alternate Yield Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Yield Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, generally (i) deposits in dollars (in the relevant amounts for such Settlement Yield Period) are not being offered to banks in the interbank eurodollar market for such Settlement Yield Period, or (ii) adequate means do not exist for ascertaining the Euro-Rate for such Settlement Yield Period or (iii) the Euro Rate 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, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Yield Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Yield Period, the Administrator shall have been notified by any Purchaser, Purchaser that, Agent or Liquidity Provider that such Purchaser Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon determined by reference to the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Yield Period if such Purchaser Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Yield Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Yield Period) are not being offered to banks in the interbank eurodollar market for such Settlement Yield Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Yield 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 Investment shall be funded at the Alternate Yield Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Yield Period, be converted to the Alternate Yield Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Yield Period, the Administrator shall have been notified by any Purchaser, Purchaser Agent or Liquidity Provider that, such Purchaser Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.or

Inability to Determine Euro-Rate. (a) If the Administrator determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller that the circumstances giving rise to such suspension no longer exist, (ai) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser that, such Purchaser has determined (which determination shall be final and conclusive) 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Purchaser 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 Purchaser to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (iA) on the last day of the then current Settlement Period if such Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (iiB) immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, (i) deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or (ii) adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period or (iii) the Euro-Rate does not accurately reflect the cost to any Purchaser (as determined by such Purchaser) of maintaining any Portion of Capital during such Settlement Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser that, Affected Person that such Purchaser Affected Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser Affected Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Affected Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, (i) deposits in dollars (in the relevant amounts for such Settlement PeriodPeriod (or portion thereof)) are not being offered to banks in the interbank eurodollar market for such Settlement PeriodPeriod (or portion thereof), or (ii) adequate means do not exist for ascertaining the Euro-Rate for such Settlement PeriodPeriod (or portion thereof) or (iii) the Euro-Rate does not accurately reflect the cost to any Purchaser (as determined by such Purchaser or such Purchaser’s Purchaser Agent) of maintaining any Portion of Capital during such 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 Alternate Rate or Base Rate, in either case determined by reference to the Euro-Rate and Rate, (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the 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 shall, on the last day of the then current Settlement Period, 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 Settlement Period, the Administrator shall have been notified by any Purchaser that, Affected Person that such Purchaser Affected Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser Affected Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Affected Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator Facility Agent determines before the first day of any Settlement Yield Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Yield Period) are not being offered to banks in the interbank eurodollar market for such Settlement Yield Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Yield Period, then the Administrator Facility Agent shall give notice thereof to the Seller. Thereafter, until the Administrator Facility Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (ai) no Portion of Capital Tranches shall be funded at the Alternate Rate determined by reference to the Euro-Rate Tranches and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Tranches that are Euro-Rate Tranches shall, on the last day of the then current Settlement Yield Period, be converted to the Alternate Base Rate determined by reference to the Base RateTranches. (b) If, on or before the first day of any Settlement Yield Period, the Administrator Facility Agent shall have been notified by any Purchaser Bank (an "Affected Bank") that, such Purchaser Affected Bank has determined (which determination shall be final and conclusive) 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 Purchaser Affected Bank 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 Purchaser Affected Bank to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-RateRate Tranche, the Administrator Facility Agent shall notify the Seller thereof. Upon receipt of such notice, until the Administrator Facility Agent notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion the obligation of Capital shall be funded at the Alternate Rate determined by reference such Affected Bank to the make or maintain its Pro Rata Share of any Euro-Rate and (b) the Discount for Tranche, during any outstanding Portions of Capital then funded such period shall be terminated at the Alternate Rate determined by reference to earlier of the termination of the Yield Period then in effect for each Euro-Rate shall be converted to Tranche or when required by law and the Alternate Rate determined by reference to Seller shall, no later than the Base Rate either (i) on the last day termination of the then current Settlement Yield Period if such Purchaser may lawfully continue to maintain such Portion of Capital in effect at the Alternate Rate determined time any such determination pursuant to this Section 1.10(a) is made or earlier, when required by reference to the law, convert such Affected Bank's Pro Rata Share of any outstanding Euro-Rate to such day, or (ii) immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Tranches into Base Rate determined by reference to the Euro-Rate to such dayTranches.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Yield Period (which determination shall be final and conclusiveconclusive in the absence of manifest error) that, by reason of circumstances affecting the interbank eurodollar market generally, generally (i) deposits in dollars (in the relevant amounts for such Settlement Yield Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, Yield Period or (ii) adequate means do not exist for ascertaining the Euro-Rate for such Settlement Yield 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Yield Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Yield Period, the Administrator shall have been notified by any Purchaser, Purchaser Agent or Liquidity Provider that, such Purchaser Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon determined by reference to the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Yield Period if such Purchaser Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator determines before the first day of any Settlement Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Period, the Administrator shall have been notified by any Purchaser that, such Purchaser has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) 8 12 immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first on any day of any Settlement Period (which determination shall be final and conclusiveconclusive absent manifest error) that, by reason of circumstances affecting the interbank eurodollar market generally, (i) deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Periodday, or (ii) adequate means do not exist for ascertaining the Euro-Rate for such day or (iii) the Euro-Rate does not accurately reflect the cost to any Purchaser (as determined by such Purchaser or such Purchaser’s Purchaser Agent) of maintaining any Portion of Capital during any Settlement PeriodPeriod (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 Alternate Rate determined by reference to the Euro-Rate and (bB) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Period, shall be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Periodday, the Administrator shall have been notified by any Purchaser that, Affected Person that such Purchaser Affected Person has determined (which determination shall be final and conclusive) that, 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon determined by reference to the Euro-Rate, 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 Alternate Rate determined by reference to the Euro-Rate and (bB) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period if such Purchaser Affected Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Affected Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to the last day of the then-current Settlement Period. (c) If at any time the Administrator determines (which determination shall be conclusive absent manifest error) that (x) the circumstances set forth in clause (a) of this Section have arisen and such daycircumstances are unlikely to be temporary or (y) the circumstances set forth in clause (a) of this Section have not arisen but the supervisor for the administrator of the Euro-Rate or a Governmental Authority having jurisdiction over the Administrator has made a public statement identifying a specific date after which the Euro-Rate shall no longer be used for determining interest rates for U.S. dollar denominated loans in similar financing transactions, then the Administrator and the Seller shall endeavor to establish an alternate rate to the Euro-Rate to determine Discount for any outstanding Portions of Capital funded at the Alternate Rate determined by reference to the Euro-Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate to determine Discount for any outstanding Portions of Capital funded at the Alternate Rate determined by reference to the Euro-Rate and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate to determine Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 5.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrator shall not have received, within five Business Days of the date notice of such alternate rate to determine Discount is provided to the Purchasers, a written notice from the Majority Purchaser Agents stating that such Majority Purchaser Agents object to such amendment. Until an alternate rate to determine Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (y) of the first sentence of this clause (c), only to the extent the Euro-Rate for such Settlement Period is not available or published at such time on a current basis), the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate; provided that the Seller may, on a one-time basis, on any day during the period from the effective date of such conversion to the first Settlement Date occurring thereafter, repay Capital without penalty or payment otherwise required under Section 1.8 hereof.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Yield Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Yield Period) are not being offered to banks in the interbank eurodollar market for such Settlement Yield Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Yield 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 Investment shall be funded at the Alternate Yield Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Yield Period, be converted to the Alternate Yield Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Yield Period, the Administrator shall have been notified by any Purchaser, Purchaser Agent or Liquidity Provider that, such Purchaser Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Person to fund or maintain any Portion of Capital Investment at the Alternate Yield Rate and based upon the Euro-Rate, 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 Alternate Yield Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall be converted to the Alternate Yield Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Yield Period if such Purchaser Person may lawfully continue to maintain such Portion of Capital Investment at the Alternate Yield Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Person may not lawfully continue to maintain such Portion of Capital Investment at the Alternate Yield Rate determined by reference to the Euro-Rate to such day. Section 1.10. [Reserved].

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Yield Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, generally (i) deposits in dollars (in the relevant amounts for such Settlement Yield Period) are not being offered to banks in the interbank eurodollar market for such Settlement Yield Period, or (ii) adequate means do not exist for ascertaining the Euro-Rate for such Settlement Yield Period or (iii) the Euro-Rate 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, 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 Alternate Yield Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Yield Period, be converted to the Alternate Yield Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Yield Period, the Administrator shall have been notified by any Purchaser that, Affected Person that such Purchaser Affected Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate Yield Rate and based upon the Euro-Rate, 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 Alternate Yield Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Yield Rate determined by reference to the Euro-Rate shall be converted to the Alternate Yield Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Yield Period if such Purchaser Affected Person may lawfully continue to maintain such Portion of Capital at the Alternate Yield Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Affected Person may not lawfully continue to maintain such Portion of Capital at the Alternate Yield Rate determined by reference to the Euro-Rate to such day.

Inability to Determine Euro-Rate. (a) If the Administrator determines before the first day of any Settlement Yield Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, generally (i) deposits in dollars (in the relevant amounts for such Settlement Yield Period) are not being offered to banks in the interbank eurodollar market for such Settlement Yield Period, or (ii) adequate means do not exist for ascertaining the Euro-Rate for such Settlement Yield Period, or (iii) the Euro-Rate does not accurately reflect the cost to any Liquidity Bank (as determined by the Administrator) of maintaining any Portion of Capital during such Yield Period, then the Administrator shall give notice thereof to the Seller. Thereafter, until the Administrator notifies the Seller Servicer that the circumstances giving rise to such suspension no longer exist, (ax) no Portion Portions of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate Portions of Capital and (by) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the that are Euro-Rate Portions of Capital shall, on the last day of the then current Settlement Yield Period, be converted to the Alternate Base Rate determined by reference to the Base RatePortions of Capital. (b) If, on or before the first day of any Settlement Yield Period, the Administrator shall have been notified by any Purchaser Affected Person that, such Purchaser Affected Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Euro-Rate Portion of Capital at the Alternate Rate and based upon the Euro-RateCapital, the Administrator shall notify the Seller thereof. Upon receipt of such notice, then until the Administrator notifies the Seller Servicer that the circumstances giving rise to such determination no longer apply, (a) no Portion Portions of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the and any outstanding Euro-Rate Portions of Capital at such time shall be converted to the Alternate Rate determined by reference to the into Base Rate either (i) on the last day Portions of the then current Settlement Period if such Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such dayCapital.

Inability to Determine Euro-Rate. (a) If the Administrator Facility Agent determines before the first day of any Settlement Yield Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Settlement Yield Period) are not being offered to banks in the interbank eurodollar market for such Settlement Yield Period, or adequate means do not exist for ascertaining the Euro-Rate for such Settlement Yield Period, then the Administrator Facility Agent shall give notice thereof to the Seller. Thereafter, until the Administrator Facility Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (ai) no Portion Portions of Capital shall be funded at the Alternate Rate determined by reference to the Euro-Rate Portions of Capital and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the that are Euro-Rate Portions of Capital shall, on the last day of the then current Settlement Yield Period, be converted to the Alternate Base Rate determined by reference to the Base RatePortions of Capital. (b) If, on or before the first day of any Settlement Yield Period, the Administrator Facility Agent shall have been notified by any Purchaser Bank (an "Affected Bank") that, such Purchaser Affected Bank has determined (which determination shall be final and conclusive) 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 Purchaser Affected Bank 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 Purchaser Affected Bank to fund or maintain any Euro-Rate Portion of Capital at the Alternate Rate and based upon the Euro-RateCapital, the Administrator Facility Agent shall notify the Seller thereof. Upon receipt of such notice, until the Administrator Facility Agent notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no the obligation of such Affected Bank to make or maintain its Pro Rata Share of any Euro-Rate Portion of Capital, during any such period shall be terminated at the earlier of the termination of the Yield Period then in effect for each Euro-Rate Portion of Capital shall be funded or when required by law and the Seller shall, no later than the termination of the Yield Period in effect at the Alternate Rate determined time any such determination pursuant to this Section 1.10(a) is made or earlier, when required by reference to the law, convert such Affected Bank's Pro Rata Share of any outstanding Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the into Base Rate either (i) on the last day Portions of the then current Settlement Period if such Purchaser may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such dayCapital.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Period (or solely with respect to LMIR, on any day) (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, (i) deposits in dollars (in the relevant amounts for such Settlement Period) are not being offered to banks in the interbank eurodollar market for such Settlement Period, or (ii) adequate means do not exist for ascertaining the Euro-Rate or LMIR for such Settlement PeriodPeriod (or portion thereof) or (iii) the Euro-Rate or LMIR does not accurately reflect the cost to any Purchaser (as determined by such Purchaser or such Purchaser’s Purchaser Agent) of maintaining any Portion of Capital during such 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 729565239 15494375 15 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 Alternate Rate determined by reference to the Euro-Rate or LMIR shall, on the last day of the then current Settlement PeriodPeriod (or solely with respect to LMIR, immediately), be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement PeriodPeriod (or solely with respect to LMIR, on any day), the Administrator shall have been notified by any Purchaser that, Affected Person that such Purchaser Affected Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-RateRate 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 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 Alternate Rate determined by reference to the Euro-Rate or LMIR shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Period (or solely with respect to LMIR, immediately) if such Purchaser Affected Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such Purchaser Affected Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate or LMIR to such day.

Inability to Determine Euro-Rate. (a) If the Administrator (or any Purchaser Agent) determines before the first day of any Settlement Yield Period (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, generally (i) deposits in dollars (in the relevant amounts for such Settlement Yield Period) are not being offered to banks in the interbank eurodollar market for such Settlement Yield Period, or (ii) adequate means do not exist for ascertaining the Euro-Rate for such Settlement Yield Period or (iii) the Euro-Rate 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, 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 by the affected Purchaser(s) at the Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded by the affected Purchaser(s) at the Alternate Rate determined by reference to the Euro-Rate shall, on the last day of the then current Settlement Yield Period, be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on or before the first day of any Settlement Yield Period, the Administrator shall have been notified by any Purchaser that, Affected Person that such Purchaser Affected Person has determined (which determination shall be final and conclusive) 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 Purchaser 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 Purchaser Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Euro-Rate, 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 in respect of such Affected Person shall be funded at the Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Euro-Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the last day of the then current Settlement Yield Period if such Purchaser Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Purchaser Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate to such day.