Common use of LIBOR Rate Protection; Illegality Clause in Contracts

LIBOR Rate Protection; Illegality. (i) If any Managing Agent is unable to obtain on a timely basis the information necessary to determine the LIBOR Rate for any proposed Interest Period, then (A) such Managing Agent shall forthwith notify its Conduit Lender or Committed Lenders, as applicable, and the Borrower that the LIBOR Rate cannot be determined for such Interest Period, and (B) while such circumstances exist, none of such Conduit Lender, such Committed Lenders or such Managing Agent shall allocate any Portion of Advances with respect to Advances made during such period or reallocate any Portion of Advances allocated to any then existing Interest Period ending during such period, to an Interest Period with respect to which Yield is calculated by reference to the LIBOR Rate. (ii) If, with respect to any outstanding Interest Period, a Conduit Lender or any Committed Lender on behalf of which a Managing Agent holds any Portion of Advances notifies such Managing Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Portion of Advances or that the LIBOR Rate applicable to such Portion of Advances will not adequately reflect the cost to the Person of funding or maintaining such Portion of Advances for such Interest Period, then (A) such Managing Agent shall forthwith so notify the Borrower and (B) upon such notice and thereafter while such circumstances exist none of such Managing Agent, such Conduit Lender or such Committed Lender, as applicable, shall allocate any other Portion of Advances with respect to Investments made during such period or reallocate any Portion of Advances allocated to any Interest Period ending during such period, to an Interest Period with respect to which Yield is calculated by reference to the LIBOR Rate. (iii) Notwithstanding any other provision of this Agreement, if a Conduit Lender or any of the Committed Lenders, as applicable, shall notify their respective Managing Agent that such Person has determined (or has been notified by any Program Support Provider) that the introduction after the Closing Date of or any change in or in the interpretation of any law makes it unlawful (either for such Conduit Lender, such Committed Lender or such Program Support Provider, as applicable), or any central bank or other Official Body asserts that it is unlawful for such Conduit Lender, such Committed Lender or such Program Support Provider, as applicable, to fund the purchases or maintenance of any Portion of Advances accruing Yield calculated by reference to the LIBOR Rate, then (A) as of the effective date of such notice from such Person to its Managing Agent, the obligation or ability of such Conduit Lender or such Committed Lender, as applicable, to fund the making or maintenance of any Portion of Advances accruing Yield calculated by reference to the LIBOR Rate shall be suspended until such Person notifies its Managing Agent that the circumstances causing such suspension no longer exist and (B) each Portion of Advances made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Portion of Advances accruing Yield calculated by reference to the LIBOR Rate until the last day of the applicable Interest Period, be reallocated on the last day of such Interest Period to another Interest Period and shall accrue Yield calculated by reference to the Base Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Portion of Advances accruing Yield calculated by reference to the LIBOR Rate until the end of the applicable Interest Period, such Person’s share of such Portion of Advances allocated to such Interest Period shall be deemed to accrue Yield at the Base Rate from the effective date of such notice until the end of such Interest Period.

LIBOR Rate Protection; Illegality. (i) If any Managing the Agent is unable to obtain on a timely basis the information necessary to determine the LIBOR Rate for any proposed Interest Periodfunding period, then (A) such Managing the Agent shall forthwith notify its Conduit Lender Buyer A or Committed Lendersthe Bank Investors, as applicable, and the Borrower Transferor that the Adjusted LIBOR Rate cannot be determined for such Interest Periodfunding period, and (B) while such circumstances exist, none of such Conduit Lenderneither Buyer A, such Committed Lenders or such Managing the Bank Investors nor the Agent shall allocate any Portion portion of Advances with respect to Advances made Buyer A's Net Investment which represents Transfers acquired during such period or reallocate any Portion of Advances Buyer A's Net Investment allocated to any then existing Interest Period funding period ending during such period, to an Interest Period with respect to a funding period which Yield is calculated by reference to accrues Carrying Costs on the basis of the Adjusted LIBOR Rate. (ii) If, with respect to any outstanding Interest Periodfunding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate, a Conduit Lender Buyer A or any Committed Lender of the Bank Investors on behalf of which a Managing the Agent holds any Portion of Advances Transferred Interest notifies such Managing the Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Portion of Advances Transferred Interest or that the Adjusted LIBOR Rate applicable to such Portion of Advances Transferred Interest will not adequately reflect the cost to the Person of funding or maintaining such Portion of Advances its respective interest in the Transferred Interest for such Interest Periodfunding period, then (A) such Managing the Agent shall forthwith so notify the Borrower and (B) upon such notice and thereafter while such circumstances exist none of such Managing AgentTransferor, such Conduit Lender whereupon neither the Agent nor Buyer A or such Committed Lenderthe Bank Investors, as applicable, shall shall, while such circumstances exist, allocate any other Portion portion of Advances with respect to Investments made Buyer A's Net Investment which represents additional Transfers acquired during such period or reallocate any Portion of Advances Buyer A's Net Investment allocated to any Interest Period funding period ending during such period, to an Interest Period with respect to a funding period which Yield is calculated by reference to accrues Carrying Costs on the basis of the Adjusted LIBOR Rate. (iii) Notwithstanding any other provision of this Agreement, if a Conduit Lender Buyer A or any of the Committed LendersBank Investors, as applicable, shall notify their respective Managing the Agent that such Person has determined (or has been notified by any Program Support Liquidity Provider) that the introduction after the Closing Date of or any change in or in the interpretation of any law or regulation makes it unlawful (either for such Conduit LenderBuyer A, such Committed Lender Bank Investor, or such Program Support Liquidity Provider, as applicable), or any central bank or other Official Body governmental authority asserts that it is unlawful unlawful, for such Conduit LenderBuyer A, such Committed Lender Bank Investor or such Program Support Liquidity Provider, as applicable, to fund the purchases or maintenance of any Portion of Advances accruing Yield calculated by reference to Transferred Interests at the Adjusted LIBOR Rate, then (Ax) as of the effective date of such notice from such Person to its Managing the Agent, the obligation or ability of such Conduit Lender Buyer A or such Committed LenderBank Investor, as applicable, to fund the making its purchase or maintenance of any Portion of Advances accruing Yield calculated by reference to Transferred Interests at the Adjusted LIBOR Rate shall be suspended until such Person notifies its Managing the Agent that the circumstances causing such suspension no longer exist and (By) the portion of Buyer A's Net Investment allocated to each Portion funding period which accrues Carrying Costs on the basis of Advances made or maintained by the Adjusted LIBOR Rate in which such Person owns an interest shall either either (1) if such Person may lawfully continue to maintain such Portion of Advances accruing Yield calculated by reference to Transferred Interest at the Adjusted LIBOR Rate until the last day of the applicable Interest Periodfunding period, be reallocated on the last day of such Interest Period funding period to another Interest Period and shall accrue Yield calculated by reference to funding period in respect of which the Base portion of Buyer A's Net Investment allocated thereto which accrues Carrying Costs on a basis other than the Adjusted LIBOR Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Portion of Advances accruing Yield calculated by reference to Transferred Interest at the Adjusted LIBOR Rate until the end of the applicable Interest Periodfunding period, such Person’s 's share of such Portion of Advances Buyer A's Net Investment allocated to such Interest Period funding period shall be deemed to accrue Yield at Carrying Costs on the basis of the Base Rate from the effective date of such notice until the end of such Interest Periodfunding period.

LIBOR Rate Protection; Illegality. (i) If any Managing Agent is unable to obtain on a timely basis the information necessary to determine the LIBOR Rate or the LMIR Rate for any proposed Interest PeriodPeriod (or portion thereof), then: (A) such Managing Agent shall forthwith notify the Lenders in its Conduit Lender or Committed Lenders, as applicable, Group and the Borrower that the LIBOR Rate or the LMIR Rate, as applicable, cannot be determined for such Interest PeriodPeriod (or portion thereof), and (B) while such circumstances exist, none of such Conduit Lender, such Committed Lenders or such Managing Agent shall allocate any Portion of Advances with respect to Advances made during such period or reallocate any Portion of Advances allocated to any then existing Interest Period ending during such period, to an Interest Period with respect to which Yield is calculated by reference to the LIBOR Rate or the LMIR Rate. (ii) If, with respect to any outstanding Interest PeriodPeriod (or, a Conduit Lender or solely with respect to the LMIR Rate, with respect to any Committed day), any Lender on behalf of which a Managing Agent holds any Portion of Advances notifies such Managing Agent that it is 727159853 10435078 15 unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Portion of Advances or that the LIBOR Rate or the LMIR Rate applicable to such Portion of Advances will not adequately reflect the cost to the such Person of funding or maintaining such Portion of Advances for such Interest PeriodPeriod or day, then (A) such Managing Agent shall forthwith so notify the Borrower and (B) upon such notice and thereafter while such circumstances exist none of such Managing Agent, such Conduit Lender Agent or such Committed Lender, as applicable, Lender shall allocate any other Portion of Advances with respect to Investments Advances made during such period or reallocate any Portion of Advances allocated to any Interest Period ending during such period, to an Interest Period with respect to which Yield is calculated by reference to the LIBOR Rate or the LMIR Rate. (iii) Notwithstanding any other provision of this Agreement, if a Conduit any Lender or any of the Committed Lenders, as applicable, shall notify their respective its Managing Agent that such Person it has determined (or it has been notified by any Program Support Provider) that the introduction after the Closing Date of or any change in or in the interpretation of any law makes it unlawful (either for such Conduit Lender, such Committed Lender or such Program Support Provider, as applicable), or any central bank or other Official Body asserts that it is unlawful for such Conduit Lender, such Committed Lender or such Program Support Provider, as applicable, to fund the purchases or maintenance of any Portion of Advances accruing Yield calculated by reference to the LIBOR Rate or the LMIR Rate, then (A) as of the effective date of such notice from such Person to its Managing Agent, the obligation or ability of such Conduit Lender or such Committed Lender, as applicable, to fund the making or maintenance of any Portion of Advances accruing Yield calculated by reference to the LIBOR Rate or the LMIR Rate, as applicable, shall be suspended until such Person notifies its Managing Agent that the circumstances causing such suspension no longer exist and (B) each Portion of Advances made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Portion of Advances accruing Yield calculated by reference to the LIBOR Rate or the LMIR Rate until the last day of the applicable Interest Period, be reallocated on the last day of such Interest Period (or, solely with respect to the LMIR Rate, immediately) to another Interest Period and shall accrue Yield calculated by reference to the Base Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Portion of Advances accruing Yield calculated by reference to the LIBOR Rate or the LMIR Rate until the end of the applicable Interest Period, such Person’s share of such Portion of Advances allocated to such Interest Period shall be deemed to accrue Yield at the Base Rate from the effective date of such notice until the end of such Interest Period.

LIBOR Rate Protection; Illegality. (i) If Notwithstanding any Managing Agent other provision of this Section 2.3, if any of the Purchaser Agents is unable to obtain on a timely basis the information necessary to determine the applicable LIBOR Rate for any proposed Interest Periodfunding period, then (A) such Managing Purchaser Agent shall forthwith notify its Conduit Lender the applicable Purchaser or Committed LendersBank Investors, as applicable, and the Borrower Transferor that the Adjusted LIBOR Rate cannot be determined for such Interest Periodfunding period, and (B) while such circumstances exist, none of such Conduit Lenderthe affected Purchasers, such Committed Lenders the Bank Investors or such Managing Agent any of the Purchaser Agents shall allocate its Net Investment of any Portion of Advances with respect to Advances made additional Transferred Interests purchased during such period or reallocate any Portion of Advances its Net Investment allocated to any then existing Interest Period funding period ending during such period, to an Interest Period with respect to a funding period which Yield is calculated by reference to accrues Carrying Costs on the basis of the Adjusted LIBOR Rate. (ii) If, with respect to any outstanding Interest Periodfunding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate, a Conduit Lender Purchaser or any Committed Lender of the Bank Investors on behalf of which a Managing Agent any of the Purchaser Agents holds any Portion of Advances Transferred Interest therein notifies such Managing the applicable Purchaser Agent that it is unable to obtain matching deposits in the London interbank inter-bank market to fund its purchase or maintenance of such Portion of Advances Transferred Interest or that the Adjusted LIBOR Rate applicable to such Portion of Advances Transferred Interest will not adequately reflect the cost to the Person of funding or maintaining such Portion of Advances its respective Transferred Interest for such Interest Period, funding period then (A) such Managing the applicable Purchaser Agent shall forthwith so notify the Borrower and (B) upon such notice and thereafter while such circumstances exist Transferor, whereupon none of such Managing Agentthe affected Purchaser Agents, such Conduit Lender the affected Purchasers or such Committed Lenderthe affected Bank Investors, as applicable, shall shall, while such circumstances exist, allocate its Net Investment of any other Portion of Advances with respect to Investments made additional Transferred Interest purchased during such period or reallocate any Portion of Advances the applicable Net Investment allocated to any Interest Period funding period ending during such period, to an Interest Period with respect to a funding period which Yield is calculated by reference to accrues Carrying Costs on the basis of the Adjusted LIBOR Rate. (iii) Notwithstanding any other provision of this Agreement, if a Conduit Lender Purchaser or any of the Committed Lenders, as applicable, Bank Investors shall notify their respective Managing Agent any of the Purchaser Agents that such Person has determined (or has been notified by any Program Support Liquidity Provider) that the introduction after the Closing Date of or any change in or in the interpretation of any law or regulation after the Closing Date makes it unlawful (either for such Conduit LenderPurchaser, such Committed Lender Bank Investor, or such Program Support Liquidity Provider, as applicable), or any central bank or other Official Body governmental authority asserts that it is unlawful unlawful, for such Conduit LenderPurchaser, such Committed Lender Bank Investor or such Program Support Liquidity Provider, as applicable, to fund the purchases or maintenance of any Portion of Advances accruing Yield Transferred Interests with respect to which the interest is calculated by reference to the Adjusted LIBOR Rate, then (Ax) as of the effective date of such notice from such Person to its Managing the applicable Purchaser Agent, the obligation or ability of such Conduit Lender Purchaser or such Committed Lender, as applicable, Bank Investor to fund the making its purchase or maintenance of any Portion of Advances accruing Yield Transferred Interests with respect to which the interest is calculated by reference to the Adjusted LIBOR Rate shall be suspended until such Person notifies its Managing the applicable Purchaser Agent that the circumstances causing such suspension no longer exist and (By) the applicable Net Investment allocated to each Portion funding period which accrues Carrying Costs on the basis of Advances made or maintained by the Adjusted LIBOR Rate in which such Person owns an interest shall either (1) if such Person may lawfully continue to maintain such Portion of Advances accruing Yield calculated by reference to Transferred Interest at the Adjusted LIBOR Rate until the last day of the applicable Interest Periodfunding period, be reallocated on the last day of such Interest Period funding period to another Interest Period and shall accrue Yield calculated by reference to funding period in respect of which the Base applicable Net Investment allocated thereto which accrues Carrying Costs on a basis other than the Adjusted LIBOR Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Portion of Advances accruing Yield calculated by reference to Transferred Interest at the Adjusted LIBOR Rate until the end of the applicable Interest Periodfunding period, such Person’s share of such Portion of Advances 's Net Investment allocated to such Interest Period funding period shall be deemed to accrue Yield at Carrying Costs on the basis of the Base Rate from the effective date of such notice until the end of such Interest Periodfunding period.

LIBOR Rate Protection; Illegality. (i) If any Managing Agent is unable to obtain on a timely basis the information necessary to determine the LIBOR Rate or the LMIR Rate for any proposed Interest PeriodPeriod (or portion thereof), then (A) such Managing Agent shall forthwith notify its Conduit Lender or Committed Lenders, as applicable, and the Borrower that the LIBOR Rate or the LMIR Rate, as applicable, cannot be determined for such Interest PeriodPeriod (or portion thereof), and (B) while such circumstances exist, none of such Conduit Lender, such Committed Lenders or such Managing Agent shall allocate any Portion of Advances with respect to Advances made during such period or reallocate any Portion of Advances allocated to any then existing Interest Period ending during such period, to an Interest Period with respect to which Yield is calculated by reference to the LIBOR Rate or the LMIR Rate. (ii) If, with respect to any outstanding Interest PeriodPeriod (or solely with respect to the LMIR Rate, with respect to any day), a Conduit Lender or any Committed Lender on behalf of which a Managing Agent holds any Portion of Advances notifies such Managing Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Portion of Advances or that the LIBOR Rate or the LMIR Rate applicable to such Portion of Advances will not adequately reflect the cost to the Person of funding or maintaining such Portion of Advances for such Interest PeriodPeriod or day, then (A) such Managing Agent shall forthwith so notify the Borrower and (B) upon such notice and thereafter while such circumstances exist none of such Managing Agent, such Conduit Lender or such Committed Lender, as applicable, shall allocate any other Portion of Advances with respect to Investments Advances made during such period or reallocate any Portion of Advances allocated to any Interest Period ending during such period, to an Interest Period with respect to which Yield is calculated by reference to the LIBOR Rate or the LMIR Rate. (iii) Notwithstanding any other provision of this Agreement, if a Conduit Lender or any of the Committed Lenders, as applicable, shall notify their respective Managing Agent that such Person has determined (or has been notified by any Program Support Provider) that the introduction after the Closing Date of or any change in or in the interpretation of any law makes it unlawful (either for such Conduit Lender, such Committed Lender or such Program Support Provider, as applicable), or any central bank or other Official Body asserts that it is unlawful for such Conduit Lender, such Committed Lender or such Program Support Provider, as applicable, to fund the purchases or maintenance of any Portion of Advances accruing Yield calculated by reference to the LIBOR Rate or the LMIR Rate, then (A) as of the effective date of such notice from such Person to its Managing Agent, the obligation or ability of such Conduit Lender or such Committed Lender, as applicable, to fund the making or maintenance of any Portion of Advances accruing Yield calculated by reference to the LIBOR Rate or the LMIR Rate, as applicable, shall be suspended until such Person notifies its Managing Agent that the circumstances causing such suspension no longer exist and (B) each Portion of Advances made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Portion of Advances accruing Yield calculated by reference to the LIBOR Rate or the LMIR Rate until the last day of the applicable Interest Period, be reallocated on the last day of such Interest Period (or solely with respect to the LMIR Rate, immediately) to another Interest Period and shall accrue Yield calculated by reference to the Base Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Portion of Advances accruing Yield calculated by reference to the LIBOR Rate or the LMIR Rate until the end of the applicable Interest Period, such Person’s share of such Portion of Advances allocated to such Interest Period shall be deemed to accrue Yield at the Base Rate from the effective date of such notice until the end of such Interest Period.

LIBOR Rate Protection; Illegality. (i) If any Managing Agent is unable to obtain on a timely basis the information necessary to determine the LIBOR Rate or the LMIR Rate for any proposed Interest PeriodPeriod (or portion thereof), then: (A) such Managing Agent shall forthwith notify the Lenders in its Conduit Lender or Committed Lenders, as applicable, Group and the Borrower that the LIBOR Rate or the LMIR Rate, as applicable, cannot be determined for such Interest PeriodPeriod (or portion thereof), and (B) while such circumstances exist, none of such Conduit Lender, such Committed Lenders or such Managing Agent shall allocate any Portion of Advances with respect to Advances made during such period or reallocate any Portion of Advances allocated to any then existing Interest Period ending during such period, to an Interest Period with respect to which Yield is calculated by reference to the LIBOR Rate or the LMIR Rate. (ii) If, with respect to any outstanding Interest PeriodPeriod (or, a Conduit Lender or solely with respect to the LMIR Rate, with respect to any Committed day), any Lender on behalf of which a Managing Agent holds any Portion of Advances notifies such Managing Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Portion of Advances or that the LIBOR Rate or the LMIR Rate applicable to such Portion of Advances will not adequately reflect the cost to the such Person of funding or maintaining such Portion of Advances for such Interest PeriodPeriod or day, then (A) such Managing Agent shall forthwith so notify the Borrower and (B) upon such notice and thereafter while such circumstances exist none of such Managing Agent, such Conduit Lender Agent or such Committed Lender, as applicable, Lender shall allocate any other Portion of Advances with respect to Investments Advances made during such period or reallocate any Portion of Advances allocated to any Interest Period ending during such period, to an Interest Period with respect to which Yield is calculated by reference to the LIBOR Rate or the LMIR Rate. (iii) Notwithstanding any other provision of this Agreement, if a Conduit any Lender or any of the Committed Lenders, as applicable, shall notify their respective its Managing Agent that such Person it has determined (or it has been notified by any Program Support Provider) that the introduction after the Closing Date of or any change in or in the interpretation of any law makes it unlawful (either for such Conduit Lender, such Committed Lender or such Program Support Provider, as applicable), or any central bank or other Official Body asserts that it is unlawful for such Conduit Lender, such Committed Lender or such Program Support Provider, as applicable, to fund the purchases or maintenance of any Portion of Advances accruing Yield calculated by reference to the LIBOR Rate or the LMIR Rate, then (A) as of the effective date of such notice from such Person to its Managing Agent, the obligation or ability of such Conduit Lender or such Committed Lender, as applicable, to fund the making or maintenance of any Portion of Advances accruing Yield calculated by reference to the LIBOR Rate or the LMIR Rate, as applicable, shall be suspended until such Person notifies its Managing Agent that the circumstances causing such suspension no longer exist and (B) each Portion of Advances made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Portion of Advances accruing Yield calculated by reference to the LIBOR Rate or the LMIR Rate until the last day of the applicable Interest Period, be reallocated on the last day of such Interest Period (or, solely with respect to the LMIR Rate, immediately) to another Interest Period and shall accrue Yield calculated by reference to the Base Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Portion of Advances accruing Yield calculated by reference to the LIBOR Rate or the LMIR Rate until the end of the applicable Interest Period, such Person’s share of such Portion of Advances allocated to such Interest Period shall be deemed to accrue Yield at the Base Rate from the effective date of such notice until the end of such Interest Period.

LIBOR Rate Protection; Illegality. (i) If any Managing the Agent is unable to obtain on a timely basis the information necessary to determine the LIBOR Rate for any proposed Interest Periodfunding period, then (A) such Managing the Agent shall forthwith notify its Conduit Lender the Company or Committed LendersBank Investors, as applicable, applicable and the Borrower Transferor that the Adjusted LIBOR Rate cannot be determined for such Interest Periodfunding period, and and (B) while such circumstances exist, none of such Conduit Lenderneither the Company, such Committed Lenders the Bank Investors or such Managing the Agent shall allocate the Net Investment of any Portion of Advances with respect to Advances made additional Transferred Interests purchased during such period or reallocate any Portion of Advances the Net Investment allocated to any then existing Interest Period funding period ending during such period, to an Interest Period with respect to a funding period which Yield is calculated by reference to accrues Carrying Costs on the basis of the Adjusted LIBOR Rate. (ii) If, with respect to any outstanding Interest Periodfunding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate, a Conduit Lender the Company or any Committed Lender of the Bank Investors on behalf of which a Managing the Agent holds any Portion of Advances Transferred Interest therein notifies such Managing the Agent that it is unable to obtain matching deposits in the London interbank inter-bank market to fund its purchase or maintenance of such Portion of Advances Transferred Interest or that the Adjusted LIBOR Rate applicable to such Portion of Advances Transferred Interest will not adequately reflect the cost to the Person of funding or maintaining such Portion of Advances its respective Transferred Interest for such Interest Period, funding period then (A) such Managing the Agent shall forthwith so notify the Borrower and (B) upon such notice and thereafter while such circumstances exist none of such Managing AgentTransferor, such Conduit Lender whereupon neither the Agent nor the Company or such Committed Lenderthe Bank Investors, as applicable, shall shall, while such circumstances exist, allocate any other Portion Net Investment of Advances with respect to Investments made any additional Transferred Interest purchased during such period or reallocate any Portion of Advances the Net Interest allocated to any Interest Period funding period ending during such period, to an Interest Period with respect to a funding period which Yield is calculated by reference to accrues Carrying Costs on the basis of the Adjusted LIBOR Rate. (iii) Notwithstanding any other provision of this Agreement, if a Conduit Lender the Company or any of the Committed LendersBank Investors, as applicable, shall notify their respective Managing the Agent that such Person has determined (or has been notified by any Program Support Liquidity Provider) that the introduction after the Closing Date of or any change in or in the interpretation of any law or regulation after the Closing Date makes it unlawful (either for such Conduit Lenderthe Company, such Committed Lender Bank Investor, or such Program Support Liquidity Provider, as applicable), or any central bank or other Official Body governmental authority asserts that it is unlawful unlawful, for such Conduit Lenderthe Company, such Committed Lender Bank Investor or such Program Support Liquidity Provider, as applicable, to fund the purchases or maintenance of any Portion of Advances accruing Yield calculated by reference to Transferred Interests at the Adjusted LIBOR Rate, then (Ax) as of the effective date of such notice from such Person to its Managing the Agent, the obligation or ability of such Conduit Lender the Company or such Committed LenderBank Investor, as applicable, to fund the making its purchase or maintenance of any Portion of Advances accruing Yield calculated by reference to Transferred Interests at the Adjusted LIBOR Rate shall be suspended until such Person notifies its Managing the Agent that the circumstances causing such suspension no longer exist and (By) the Net Investment allocated to each Portion funding period which accrues Carrying Costs on the basis of Advances made or maintained by the Adjusted LIBOR Rate in which such Person owns an interest shall either (1) if such Person may lawfully continue to maintain such Portion of Advances accruing Yield calculated by reference to Transferred Interest at the Adjusted LIBOR Rate until the last day of the applicable Interest Periodfunding period, be reallocated on the last day of such Interest Period funding period to another Interest Period and shall accrue Yield calculated by reference to funding period in respect of which the Base Net Investment allocated thereto which accrues Carrying Costs on a basis other than the Adjusted LIBOR Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Portion of Advances accruing Yield calculated by reference to Transferred Interest at the Adjusted LIBOR Rate until the end of the applicable Interest Periodfunding period, such Person’s 's share of such Portion of Advances the Net Investment allocated to such Interest Period funding period shall be deemed to accrue Yield at Carrying Costs on the basis of the Base Rate from the effective date of such notice until the end of such Interest Periodfunding period.

LIBOR Rate Protection; Illegality. (i) If Subject to Section 2.11, if any Managing Agent is unable to obtain on a timely basis the information necessary to determine the LIBOR Rate or the LMIR Rate for any proposed Interest PeriodPeriod (or portion thereof), then: (A) such Managing Agent shall forthwith notify the Lenders in its Conduit Lender or Committed Lenders, as applicable, Group and the Borrower that the LIBOR Rate or the LMIR Rate, as applicable, cannot be determined for such Interest PeriodPeriod (or portion thereof), and (B) while such circumstances exist, none of such Conduit Lender, such Committed Lenders or such Managing Agent shall allocate any Portion of Advances with respect to Advances made during such period or reallocate any Portion of Advances allocated to any then existing Interest Period ending during such period, to an Interest Period with respect to which Yield is calculated by reference to the LIBOR Rate or the LMIR Rate. (iii) IfSubject to Section 2.11, if, with respect to any outstanding Interest PeriodPeriod (or, a Conduit Lender or solely with respect to the LMIR Rate, with respect to any Committed day), any Lender on behalf of which a Managing Agent holds any Portion of Advances notifies such Managing Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Portion of Advances or that the LIBOR Rate or the LMIR Rate applicable to such Portion of Advances will not adequately reflect the cost to the such Person of funding or maintaining such Portion of Advances for such Interest PeriodPeriod or day, then (A) such Managing Agent shall forthwith so notify the Borrower and (B) upon such notice and thereafter while such circumstances exist none of such Managing Agent, such Conduit Lender Agent or such Committed Lender, as applicable, Lender shall allocate any other Portion of Advances with respect to Investments Advances made during such period or reallocate any Portion of Advances allocated to any Interest Period ending during such period, to an Interest Period with respect to which Yield is calculated by reference to the LIBOR Rate or the LMIR Rate.. 744861979 10435078 (iiiii) Notwithstanding any other provision of this AgreementAgreement (but subject to Section 2.11), if a Conduit any Lender or any of the Committed Lenders, as applicable, shall notify their respective its Managing Agent that such Person it has determined (or it has been notified by any Program Support Provider) that the introduction after the Closing Date of or any change in or in the interpretation of any law makes it unlawful (either for such Conduit Lender, such Committed Lender or such Program Support Provider, as applicable), or any central bank or other Official Body asserts that it is unlawful for such Conduit Lender, such Committed Lender or such Program Support Provider, as applicable, to fund the purchases or maintenance of any Portion of Advances accruing Yield calculated by reference to the LIBOR Rate or the LMIR Rate, then (A) as of the effective date of such notice from such Person to its Managing Agent, the obligation or ability of such Conduit Lender or such Committed Lender, as applicable, to fund the making or maintenance of any Portion of Advances accruing Yield calculated by reference to the LIBOR Rate or the LMIR Rate, as applicable, shall be suspended until such Person notifies its Managing Agent that the circumstances causing such suspension no longer exist and (B) each Portion of Advances made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Portion of Advances accruing Yield calculated by reference to the LIBOR Rate or the LMIR Rate until the last day of the applicable Interest Period, be reallocated on the last day of such Interest Period (or, solely with respect to the LMIR Rate, immediately) to another Interest Period and shall accrue Yield calculated by reference to the Base Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Portion of Advances accruing Yield calculated by reference to the LIBOR Rate or the LMIR Rate until the end of the applicable Interest Period, such Person’s share of such Portion of Advances allocated to such Interest Period shall be deemed to accrue Yield at the Base Rate from the effective date of such notice until the end of such Interest Period.