Common use of Inability to Determine LMIR Clause in Contracts

Inability to Determine LMIR. (a) If the Administrator (or any Purchaser Agent) determines 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 (or portion thereof)) are not being offered to banks in the interbank eurodollar market for such Settlement Period (or portion thereof), (ii) adequate means do not exist for ascertaining LMIR for such Settlement Period (or portion thereof) or (iii) 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 (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 LMIR, (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to LMIR shall immediately be converted to the Alternate Rate determined by reference to the Base Rate 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 LMIR shall immediately be converted to the Base Rate determined without reference to clause (c) of the definition thereof. (b) If, on any day, the Administrator shall have been notified by any Affected Person that such Affected Person has determined (which determination shall be final and conclusive) that, any enactment, promulgation or adoption of or any Regulatory Change, applicable law, rule or regulation, or any change in the interpretation or administration thereof by a Governmental Authority or comparable agency charged with the interpretation or administration thereof, or compliance by such Affected Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon 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 LMIR and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to LMIR shall immediately be converted to the Alternate Rate determined by reference to the Base Rate.

Inability to Determine LMIR. (a) If the Administrator (or any Purchaser Agent) determines 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 (or portion thereof)day) are not being offered to banks in the interbank eurodollar market for such Settlement Period (day, or portion thereof), (ii) adequate means do not exist for ascertaining LMIR for such Settlement Period (or portion thereof) or (iii) 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)day, 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 LMIR, (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to LMIR shall immediately be converted to the Alternate Rate determined by reference to the Base Rate 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 LMIR shall immediately be converted to the Base Rate determined without reference to clause (c) of the definition thereof. (b) If, on any day, the Administrator shall have been notified by any Affected Person that such Affected Person has determined (which determination shall be final and conclusive) that, any enactment, promulgation or adoption of or any Regulatory Change, applicable law, rule or regulation, or any change in the interpretation or administration thereof by a Governmental Authority or comparable agency charged with the interpretation or administration thereof, or compliance by such Affected Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (ai) no Portion of Capital shall be funded at the Alternate Rate determined by reference to LMIR and (bii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to LMIR shall immediately be converted to the Alternate Rate determined by reference to the Base Rate. (b) If, on any day, the Administrator shall have been notified by the Issuer that the Issuer 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 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 to fund or maintain any Portion of Capital at the Alternate Rate and based upon 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, (i) no Portion of Capital shall be funded at the Alternate Rate determined by reference to LMIR and (ii) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to LMIR shall immediately be converted to the Alternate Rate determined by reference to the Base Rate.

Inability to Determine LMIR. (ai) If the Administrator (or any Purchaser Agent) determines If, on any day (which determination shall be final and conclusiveA) thatthe Agent determines in its reasonable judgment that it is unable to obtain on a timely basis the information necessary to determine LMIR for any proposed Rate Period or (B) with respect to any outstanding Rate Period, by reason any Class Agent notifies the Agent that any of circumstances affecting the interbank eurodollar market generally, Investors that comprise any of its Class has determined in its reasonable judgment that (i1) deposits in U.S. dollars (in the relevant amounts for such Settlement Period (or portion thereof)) are not being offered to banks in the interbank eurodollar market for such Settlement Period (or portion thereof), (ii) adequate means do not exist for ascertaining LMIR for such Settlement Period (or portion thereof) day or (iii2) 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 (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 LMIR, (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to LMIR applicable to such Portion of Investment will not adequately reflect the cost to the Person of funding or maintaining such Portion of Investment for such Rate Period, then (I) the Agent shall immediately forthwith so notify the SPV and the Investors and (II) upon such notice and thereafter, until the Agent notifies the SPV that such circumstances no longer exist, the Agent, the Class Agents and the Investors shall not allocate any Portion of Investment or reallocate any Portion of Investment, to a Rate Period with respect to which Yield is calculated by reference to the Alternate Rate determined by reference to LMIR, all Portions of Investment that have been allocated to a Rate Period to which the Alternate Rate determined by reference to LMIR applies shall be converted automatically allocated to a new Rate Period to which the Alternate Rate determined by reference to the Base Rate 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 LMIR shall immediately be converted to the Base Rate determined without reference to clause (c) of the definition thereof) applies, the Rate Period to which such Alternate Rate determined by reference to LMIR applied terminated on such day and all Portions of Investment that have been allocated to a Rate Period to which the Alternate Rate determined by reference to the Base Rate applies shall be automatically allocated to a new Rate Period to which the Alternate Rate determined by reference to the Base Rate (without reference to clause (c) of the definition thereof) applies. (bii) IfNotwithstanding any other provision of this Agreement, on if any dayConduit Investor or any Alternate Investor, as applicable, shall notify the Administrator shall have been notified by any Affected Person Agent that such Affected Person has determined (which determination shall be final and conclusive) that, or has been notified by any enactment, promulgation or adoption Program Support Provider that the introduction of or any Regulatory Change, applicable law, rule or regulation, or any change in or in the interpretation or administration thereof by a Governmental Authority or comparable agency charged with the interpretation or administration thereofof any Law makes it unlawful (either for such Conduit Investor, such Alternate Investor, or compliance by such Affected Person with Program Support Provider, as applicable), or any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make other Official Body asserts that it unlawful or impossible is unlawful, for such Affected Person Conduit Investor, such Alternate Investor or such Program Support Provider, as applicable, to fund the purchases or maintain maintenance of any Portion of Capital at the Alternate Rate and based upon 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 Investment accruing Yield calculated by reference to LMIR and LMIR, then (bA) as of the Discount for effective date of such notice from such Person to the Agent, the obligation or ability of such Conduit Investor or such Alternate Investor, as applicable, to fund the making or maintenance of any outstanding Portions Portion of Capital then funded at the Alternate Rate determined Investment accruing Yield calculated by reference to LMIR shall immediately be converted to suspended until such Person notifies the Alternate Rate determined Agent that the circumstances causing such suspension no longer exist and (B) each Portion of Investment made or maintained by such Person accruing Yield calculated by reference to LMIR shall be deemed to accrue Yield at the Base RateRate (without reference to clause (c) of the definition thereof) from the effective date of such notice until the end of such Rate Period.

Inability to Determine LMIR. (a) If the Administrator (or any Purchaser Agent) determines on any day (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 (or portion thereof)day) are not being offered to banks in the interbank eurodollar market for such Settlement Period (day or portion thereof), (ii) adequate means do not exist for ascertaining LMIR for such Settlement Period (or portion thereof) or (iii) 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)day, 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 Investment shall be funded at the Alternate Yield Rate or Base Rate, in either case determined by reference to LMIR, LMIR and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Alternate Yield Rate determined by reference to LMIR shall be immediately be converted to the Alternate Yield Rate determined by reference to the Base Rate 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 LMIR shall immediately be converted to the Base Rate determined without reference to clause (c) of the definition thereofRate. (b) If, on any day, the Administrator shall have been notified by any Affected Person that Purchaser, Purchaser Agent or Liquidity Provider that, such Affected Person has determined (which determination shall be final and conclusiveconclusive absent manifest error) that, any enactment, promulgation or adoption of or any Regulatory Change, change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a Governmental Authority Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Affected Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital Investment at the Alternate Yield Rate and based upon LMIR, the Administrator shall notify the Seller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital Investment shall be funded at the Alternate Yield Rate determined by reference to LMIR and (b) the Discount for any outstanding Portions of Capital Investment then funded at the Alternate Yield Rate determined by reference to LMIR shall be immediately be converted to the Alternate Yield Rate determined by reference to the Base Rate. (d) Each of the following defined terms and definitions thereof are hereby added to Exhibit I to the Existing Agreement in appropriate alphabetical order: