Common use of Suspension of the LIBO Rate Clause in Contracts

Suspension of the LIBO Rate. (a) If any Committed Purchaser notifies its related Managing Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller to select the Base Rate for any Purchaser Interest accruing Yield at such LIBO Rate. (b) If less than all of the Committed Purchasers give a notice to the Managing Agents pursuant to Section 3.5(a), each Committed Purchaser which gave such a notice shall be obligated, at the request of Seller or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers), to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers or (ii) another funding entity nominated by Seller that is acceptable to such Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement through the Facility Termination Date in the place of such notifying Committed Purchaser; provided that (i) the notifying Committed Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasers, and (ii) the replacement Committed Purchaser otherwise satisfies the requirements of Section 11.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its related Managing the Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchaser Group at a the LIBO Rate would violate any applicable law, rule, regulation, regulation or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such the LIBO Rate are not available or (ii) such the LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such the LIBO Rate, then such Managing the Agent shall notify the Collateral Agent and shall suspend the availability of such the LIBO Rate for the Financial Institutions in such Financial Institution’s Purchaser Group and require Seller to select the Alternate Base Rate for any Purchaser Interest funded by the Financial Institutions in such Financial Institution’s Purchaser Group accruing Yield at such the LIBO Rate. (b) If less than all of the Committed Purchasers Financial Institutions in such Financial Institution’s Purchaser Group give a notice to the Managing Agents Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligatedobliged, at the request of Seller the Administrative Seller, the Company in such Financial Institution’s Purchaser Group or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Financial Institution in such Financial Institution’s Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Group or (ii) another funding entity nominated by the Administrative Seller or the Agent that is acceptable to the Company in such Conduit Financial Institution’s Purchaser or Conduit Purchasers Group and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserFinancial Institution’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions in such Financial Institution’s Purchaser Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions in such Financial Institution’s Purchaser Group, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Liquidity Bank notifies its related Managing the applicable Lender Group Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests Liquidity Fundings for such Lender Group at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest Liquidity Funding at such LIBO RateRate by such Liquidity Bank, then such Managing Lender Group Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller Borrower to select the Alternate Base Rate for any Purchaser Liquidity Funding of such Lender Group accruing Interest accruing Yield at such LIBO Rate. (b) If less than all of the Committed Purchasers Liquidity Banks of a Lender Group give a notice to the Managing Agents applicable Lender Group Agent pursuant to Section 3.5(a4.5(a), then each Committed Purchaser Liquidity Bank which gave such a notice or requested such reimbursement or indemnity shall be obligated, at the request of Seller or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers), Borrower to assign all of its rights and obligations hereunder to (iA) another Committed Purchaser Liquidity Bank that is acceptable to a member of the related Lender Group Agent, if such related Conduit Purchaser or Conduit Purchasers Liquidity Bank accepts such assignment or (iiB) another funding entity nominated by Seller Borrower or the related Lender Group Agent that is acceptable to such Conduit Purchaser or Conduit Purchasers and an Eligible Assignee willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserLiquidity Bank; provided that (i1) the notifying Committed Purchaser Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield all Obligations owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasersit (whether due or accrued), and (ii2) the replacement Committed Purchaser Liquidity Bank otherwise satisfies the requirements of Section 11.1(b)12.1(b) and (3) such replacement Liquidity Bank shall be satisfactory to the Agent and the related Lender Group Agent.

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its related Managing the Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing the Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller to select the Base Prime Rate for any Purchaser Interest accruing Yield at such LIBO Rate. (b) If less than all of the Committed Purchasers Financial Institutions give a notice to the Managing Agents Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligatedobliged, at the request of Seller Seller, Conduit or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Financial Institution or (ii) another funding entity nominated by Seller or the Agent that is acceptable to such Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement and the related Liquidity Agreement through the Facility Commitment Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Financial Institution's Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions, and (ii) the replacement Committed Purchaser otherwise satisfies the requirements of Section 11.1(b).and

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its related Managing the Administrative Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing the Administrative Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller to select the Base Prime Rate for any Purchaser Interest accruing Yield at such LIBO Rate. (b) If less than all of the Committed Purchasers Financial Institutions give a notice to the Managing Agents Administrative Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligatedobliged, at the request of Seller Seller, Company or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Administrative Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Financial Institution or (ii) another funding entity nominated by Seller or the Administrative Agent that is acceptable to such Conduit Purchaser or Conduit Purchasers Company and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserFinancial Institution’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its related Managing Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing Agent shall notify the Collateral Administrative Agent and shall suspend the availability of such LIBO Rate for the Financial Institutions in such Managing Agent’s Purchaser Group and require Seller to select the Alternate Base Rate for any Purchaser Interest accruing Yield at such LIBO Rate, and the then current Tranche Period for any Purchaser Interest funded by a Financial Institution in such Managing Agent’s Purchaser Group shall thereupon be terminated and a new Tranche Period based upon the Alternate Base Rate shall commence. (b) If less than all of the Committed Purchasers Managing Agents give a notice to the Managing Agents Administrative Agent pursuant to Section 3.5(a4.5(a), each Committed the Financial Institution in the Purchaser Group which gave such a notice shall be obligated, at the request of the Seller or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit in such Purchaser or Conduit Purchasers)Group, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Financial Institution or (ii) another funding entity nominated by the Seller or its related Managing Agent that is acceptable to such the related Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement and the related Liquidity Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserFinancial Institution’s Capital Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Capital Pro Rata Share of the Purchaser Interests of the Committed Purchaserssuch Financial Institution, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser the Lender notifies its related Managing the Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests Loans at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests Loan at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest Loan at such LIBO Rate, then such Managing the Agent shall will promptly notify the Collateral Borrower Parties and the Agent and shall suspend the availability of such LIBO Rate and require Seller the Borrower to select the Alternate Base Rate for any Purchaser Loans accruing Interest accruing Yield at such LIBO Rate; provided, however, the failure to so notify any Borrower Party shall not result in the non-suspension of the availability of such LIBO Rate. (b) If less than all Upon the occurrence of the Committed Purchasers give a notice any event giving rise to the Managing Agents pursuant operation of Section 4.4(a) with respect to Section 3.5(a)the Lender, each Committed Purchaser which gave such a notice shall be obligatedit will, at if requested by the request of Seller or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Borrower, to assign all the extent permissible under applicable law, endeavor in good faith to change the funding office at which it books its ratable share of any Loan accruing Interest at a LIBO Rate hereunder if such change would make it lawful for the Lender to fund such Loan at a LIBO Rate; provided, however, that such change may be made in such manner that the Lender, in its rights sole and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser reasonable determination, suffers no unreimbursed cost or Conduit Purchasers expense or (ii) another funding entity nominated by Seller that is acceptable to such Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement through the Facility Termination Date in the place of such notifying Committed Purchaser; provided that (i) the notifying Committed Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasers, and (ii) the replacement Committed Purchaser otherwise satisfies the requirements of Section 11.1(b)any disadvantage whatsoever.

Suspension of the LIBO Rate. (a) If any Committed Purchaser Liquidity Bank notifies its related Managing the applicable Co-Agent that it has determined that funding its Pro Rata Ratable Share of the Purchaser Receivable Interests of the Liquidity Banks in its Group at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of lawdue to a Regulatory Change, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Receivable Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Receivable Interest at such LIBO Rate, then such Managing Co-Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate for its Group and require Seller Transferor to select the Alternate Base Rate for any Purchaser Receivable Interest accruing Yield at such LIBO Rateof its Group funded by its Liquidity Banks. (b) If less than all of the Committed Purchasers Liquidity Banks in a Group give a notice to the Managing Agents their applicable Co-Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Liquidity Bank which gave such a notice shall be obligatedobliged, at the request of Seller Transferor, the applicable Conduit or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)applicable Co-Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Liquidity Bank or (ii) another funding entity nominated by Seller Transferor or such Co-Agent that is acceptable to such the applicable Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserLiquidity Bank; provided PROVIDED that (iA) the notifying Committed Purchaser Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Liquidity Bank's Ratable Share of the Capital and Yield Invested Amount owing to all of the Committed Purchasers Liquidity Banks in its Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Ratable Share of the Purchaser Receivable Interests of the Committed Purchaserssuch Liquidity Banks, and (iiB) the replacement Committed Purchaser Liquidity Bank otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Liquidity Bank notifies its related Managing the applicable Lender Group Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests Bank Fundings for such Lender Group at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests Bank Funding at such LIBO Rate by such Liquidity Bank are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest Bank Funding at such LIBO Rate, then such Managing Lender Group Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller Borrower to select the Alternate Base Rate for any Purchaser Bank Funding of such Lender Group accruing Interest accruing Yield at such LIBO Rate. (b) If less than all of the Committed Purchasers Liquidity Banks of a Lender Group give a notice to the Managing Agents applicable Lender Group Agent pursuant to Section 3.5(a4.5(a), then each Committed Purchaser Liquidity Bank which gave such a notice shall be obligatedobliged, at the request of Seller Borrower, any Conduit or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser Liquidity Bank that is acceptable to a member of the related Lender Group, if such related Conduit Purchaser or Conduit Purchasers Liquidity Bank accepts such assignment or (ii) another funding entity nominated by Seller Borrower or the related Lending Group Agent that is acceptable to such Conduit Purchaser or Conduit Purchasers and an Eligible Assignee willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserLiquidity Bank; provided that (iA) the notifying Committed Purchaser Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield all Obligations owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasersit (whether due or accrued), and (iiB) the replacement Committed Purchaser Liquidity Bank otherwise satisfies the requirements of Section 11.1(b12.1(b), and (C) such replacement Liquidity Bank shall be acceptable to the Agent and the related Lender Group Agent.

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies the Agent or its related Managing Agent Agent, as applicable, that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchaser Group at a the LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such the LIBO Rate are not available or (ii) such the LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such the LIBO Rate, then the Agent or such Managing Agent shall notify the Collateral Agent and Agent, as applicable, shall suspend the availability of such the LIBO Rate for the Financial Institutions in such Financial Institution’s Purchaser Group and require Seller to select the Base Prime Rate for any Purchaser Interest funded by the Financial Institutions in such Financial Institution’s Purchaser Group accruing Yield at such the LIBO Rate. (b) If less than all of the Committed Purchasers Financial Institutions in such Financial Institution’s Purchaser Group give a notice to the Agent or such Purchaser Group’s Managing Agents Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligatedobliged, at the request of Seller Seller, the Conduit in such Financial Institution’s Purchaser Group or the Agent or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Financial Institution in such Financial Institution’s Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Group or (ii) another funding entity nominated by Seller or the Agent or such Managing Agent that is acceptable to the Conduit in such Conduit Financial Institution’s Purchaser or Conduit Purchasers Group and willing to participate in this Agreement through the Scheduled Facility Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserFinancial Institution’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions in such Financial Institution’s Purchaser Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions in such Financial Institution’s Purchaser Group, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Liquidity Bank notifies its related Managing Co-Agent that it has determined that funding its Pro Rata Share of the Purchaser Receivable Interests of the Liquidity Banks in its Group at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Receivable Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Receivable Interest at such LIBO Rate, then such Managing the applicable Co-Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate for its Group and require the Seller to select the Base Rate for any Purchaser Receivable Interest of its Group that has been accruing Yield Discount at such LIBO Rate. (b) If less than all of the Committed Purchasers Liquidity Banks in a Group give a notice to the Managing Agents applicable Co-Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Liquidity Bank which gave such a notice shall be obligatedobliged, at the request of the Seller or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Co-Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Liquidity Bank or (ii) another funding entity financial institution nominated by the Seller or such Co-Agent that is acceptable to such the applicable Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserLiquidity Bank; provided that (i) the notifying Committed Purchaser Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserLiquidity Bank’s Pro Rata Share of the Capital and Yield Discount owing to all of the Committed Purchasers Liquidity Banks in that Group and all accrued accruing but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Receivable Interests of the Committed PurchasersLiquidity Banks in such Group, and (ii) the replacement Committed Purchaser Liquidity Bank otherwise satisfies the requirements of Section 11.1(b13.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Liquidity Bank notifies its related Managing Agent the Administrator that it has determined that funding its Pro Rata Share ratable share of the Purchaser Interests Liquidity Fundings at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests Liquidity Funding at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest Liquidity Funding at such LIBO Rate, then such Managing Agent shall the Administrator will promptly notify the Collateral Agent Seller Parties and the Administrator shall suspend the availability of such LIBO Rate and require the Seller to select the Alternate Base Rate for any Purchaser Interest Liquidity Funding accruing Yield at such LIBO Rate; provided, however, the failure to so notify any Seller Party shall not result in the non-suspension of the availability of such LIBO Rate. (b) If less than all of the Committed Purchasers Liquidity Banks give a notice to the Managing Agents Administrator pursuant to Section 3.5(a4.5(a), each Committed Purchaser Liquidity Bank which gave such a notice shall be obligatedobliged, at the request of Seller the Seller, Market Street or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Administrator, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Liquidity Bank or (ii) another funding entity nominated by the Seller or the Administrator that is acceptable to such Conduit Purchaser or Conduit Purchasers and an Eligible Assignee willing to participate in this the Liquidity Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserLiquidity Bank; provided that (iA) the notifying Committed Purchaser Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, full of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield all Aggregate Unpaids owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasersit (whether due or accrued), and (iiB) the replacement Committed Purchaser Liquidity Bank otherwise satisfies the requirements of the Liquidity Agreement. (c) Upon the occurrence of any event giving rise to the operation of Section 11.1(b)4.5(a) with respect to any Liquidity Bank, it will, if requested by the Seller, to the extent permissible under applicable law, endeavor in good faith to change the funding office at which it books its ratable share of any Liquidity Funding accruing Yield at a LIBO Rate hereunder if such change would make it lawful for such Liquidity Bank to fund such Liquidity Funding at a LIBO Rate; provided, however, that such change may be made in such manner that such Liquidity Bank, in its sole determination, suffers no unreimbursed cost or expense or any disadvantage whatsoever.

Suspension of the LIBO Rate. (a) If any Committed Purchaser notifies its related Managing the relevant Funding Agent and the Agent that it has determined that funding its Pro Rata Share of the Committed Purchaser Interests Interest at a LIBO Rate would violate any applicable law, rule, regulation, regulation or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing the relevant Funding Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller to select the Base Prime Rate for any Purchaser Interest accruing Yield at such LIBO Rate. (b) If less than all of the Committed Purchasers give a notice to the Managing Agents relevant Funding Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser which gave such a notice shall be obligatedobliged, at the request of Seller Seller, a Conduit in the same Conduit Group or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related in the same Conduit Purchaser or Conduit Purchasers Group or (ii) another funding entity nominated by Seller or the Agent that is acceptable to such Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed Purchaser; provided that (i) the notifying Committed Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers in the same Conduit Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersPurchasers in the same Conduit Group, and (ii) the replacement Committed Purchaser otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies the Agent or its related Managing Agent Agent, as applicable, that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchaser Group at a the LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such the LIBO Rate are not available or (ii) such the LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such the LIBO Rate, then the Agent or such Managing Agent shall notify the Collateral Agent and Agent, as applicable, shall suspend the availability of such the LIBO Rate for the Financial Institutions in such Financial Institution’s Purchaser Group and require Seller to select the Base Prime Rate for any Purchaser Interest funded by the Financial Institutions in such Financial Institution’s Purchaser Group accruing Yield at such the LIBO Rate. (b) If less than all of the Committed Purchasers Financial Institutions in such Financial Institution’s Purchaser Group give a notice to the Agent or such Purchaser Group’s Managing Agents Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligatedobliged, at the request of Seller Seller, the Conduit in such Financial Institution’s Purchaser Group or the Agent or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Financial Institution in such Financial Institution’s Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Group or (ii) another funding entity nominated by Seller or the Agent or such Managing Agent that is acceptable to the Conduit in such Conduit Financial Institution’s Purchaser or Conduit Purchasers Group and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserFinancial Institution’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions in such Financial Institution’s Purchaser Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions in such Financial Institution’s Purchaser Group, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser notifies its related Managing Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Committed Purchasers at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller to select the Base Prime Rate for any Purchaser Interest accruing Yield at such LIBO Rate. (b) If less than all of the Committed Purchasers in any Purchase Group give a notice to the related Managing Agents Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser which gave such a notice shall be obligatedobliged, at the request of Seller or such Committed PurchaserFinancing Institution’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers in its Purchase Group or (ii) another funding entity nominated by Seller or the related Managing Agent that is acceptable to such Conduit Purchaser or the Agent, the applicable Managing Agent and the related Conduit Purchasers and willing to participate in this Agreement through until the date described in clause (i) of the definition of Facility Termination Date in the place of such notifying Committed Purchaser; provided that (i) the notifying Committed Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share share of the Capital and Yield owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share share of the Purchaser Interests of the Committed PurchasersInterests, and (ii) the replacement Committed Purchaser otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its related Managing the Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchaser Group at a the LIBO Rate would violate any applicable law, rule, regulation, regulation or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such the LIBO Rate are not available or (ii) such the LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such the LIBO Rate, then such Managing the Agent shall notify the Collateral Agent and shall suspend the availability of such the LIBO Rate for the Financial Institutions in such Financial Institution’s Purchaser Group and require Seller to select the Alternate Base Rate for any Purchaser Interest funded by the Financial Institutions in such Financial Institution’s Purchaser Group accruing Yield at such the LIBO Rate. (b) If less than all of the Committed Purchasers Financial Institutions in such Financial Institution’s Purchaser Group give a notice to the Managing Agents Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligatedobliged, at the request of Seller the Administrative Seller, the Company in such Financial Institution’s Purchaser Group or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Financial Institution in such Financial Institution’s Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Group or (ii) another funding entity nominated by the Administrative Seller or the Agent, in either case that is acceptable to the Company in such Conduit Financial Institution’s Purchaser or Conduit Purchasers Group and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserFinancial Institution’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions in such Financial Institution’s Purchaser Group and all other accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersAggregate Unpaids owing to such notifying Financial Institution, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser notifies its related Managing Agent that it has determined that funding its Pro Rata Share of prior to the Purchaser Interests at a LIBO Rate would violate any applicable law, rule, regulation, or directive first day of any governmental or regulatory authority, whether or not having the force of law, or that Tranche Period: (i) deposits the applicable Co-Agent shall have determined (which determination shall be conclusive and binding on Seller) that, by reason of a type circumstances affecting the relevant market, adequate and maturity appropriate to match fund its Purchaser Interests at such reasonable means do not exist for ascertaining the LIBO Rate are not available or for such Tranche Period, or (ii) the applicable Co-Agent shall have received notice from Committed Purchasers holding Commitments in excess of 50% of the aggregate of all Commitments in such Co-Agent’s Group that the LIBO Rate does determined for such Tranche Period will not accurately adequately and fairly reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing Agent Co-gent shall notify give fax or telephonic notice thereto to Seller and the Collateral Agent and shall suspend relevant Committed Purchasers as soon as practicable thereafter. If such notice is given (A) any Capital funded by the availability Committed Purchasers in such Group requested to accrue Yield at a LIBO Rate as of the first day of such LIBO Rate and require Seller to select Tranche Period shall instead accrue Yield at the Base Rate for Prime Rate, (B) any Purchaser Interest Capital funded by the Committed Purchasers in such Group that is already accruing Yield at a LIBO Rate shall, after the last day of such Tranche Period, accrue Yield at the Prime Rate, and (C) until such notice is withdrawn, Seller shall not request that Yield accrue at a LIBO RateRate on any further Purchaser Interests of such Group. (b) If less than all of the Committed Purchasers in a Group give a notice to the Managing Agents applicable Co-Agent pursuant to Section 3.5(a4.5(a)(ii), each Committed Purchaser in such Group which gave such a notice shall be obligatedobliged, at the request of Seller Seller, Conduit or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Co-Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers or (ii) another funding entity nominated by Seller or the applicable Co-Agent that is acceptable to such Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed Purchaser; provided that (i) the notifying Committed Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers in such Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersPurchasers in such Group, and (ii) the replacement Committed Purchaser otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its related Managing the Administrative Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing the Administrative Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller to select the Base Prime Rate for any Purchaser Interest accruing Yield at such LIBO Rate, and the then current Tranche Period for such Purchaser Interest shall thereupon be terminated and a new Tranche Period based upon the Prime Rate shall commence. (b) If less than all of the Committed Purchasers Financial Institutions give a notice to the Managing Agents Administrative Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligated, at the request of Seller Seller, Conduit or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Administrative Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Financial Institution or (ii) another funding entity nominated by Seller or the Administrative Agent that is acceptable to such Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement and the related Liquidity Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserFinancial Institution’s Capital Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions and all accrued but unpaid fees and other costs and expenses payable in respect of its Capital Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its theits related Managing Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such thesuch Managing Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller to select the Base Prime Rate for any Purchaser Interest accruing Yield at such LIBO Rate shall accrue interest at the Alternate Base Rate. (b) If less than all of the Committed Purchasers Financial Institutions give a notice to the Managing AgentManaging Agents pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligatedobliged, at the request of Seller Seller, JS Trust or the such Committed PurchaserFinancial Institution’s Managing Agent Agent, (on behalf of the related Conduit Purchaser or Conduit PurchasersConduit), to assign all of its rights and obligations hereunder to (i) another Committed Purchaser Financial Institution that is acceptable to such related Conduit Purchaser or Conduit Purchasers or (ii) another funding entity nominated by Seller or the Agent that is acceptable to such JS Trustsuch related Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement and the related Liquidity Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserFinancial Institution’s Pro Rata Share Shareshare of the Capital and Yield owing to all of the Committed Purchasers Financial Institutionsit and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser notifies its related Managing the relevant Agent and the Administrative Agent that it has determined that funding its Pro Rata Share of the Committed Purchaser Interests Interest at a LIBO Rate would violate any applicable law, rule, regulation, regulation or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing the relevant Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller to select the Alternate Base Rate for any Purchaser Interest accruing Yield at such LIBO Rate. (b) If less than all of the Committed Purchasers give a notice to the Managing Agents relevant Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser which gave such a notice shall be obligatedobliged, at the request of Seller Seller, a Conduit in the same Conduit Group, the Administrative Agent or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)any Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related in the same Conduit Purchaser or Conduit Purchasers Group or (ii) another funding entity nominated by Seller Seller, the Administrative Agent or any Agent that is acceptable to such Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed Purchaser; provided that (i) the notifying Committed Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers in the same Conduit Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersPurchasers in the same Conduit Group, and (ii) the replacement Committed Purchaser otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its related Managing the Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution's Purchaser Group at a the LIBO Rate would violate any applicable law, rule, regulation, regulation or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such the LIBO Rate are not available or (ii) such the LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such the LIBO Rate, then such Managing the Agent shall notify the Collateral Agent and shall suspend the availability of such the LIBO Rate for the Financial Institutions in such Financial Institution's Purchaser Group and require Seller to select the Base Prime Rate for any Purchaser Interest funded by the Financial Institutions in such Financial Institution's Purchaser Group accruing Yield at such the LIBO Rate. (b) If less than all of the Committed Purchasers Financial Institutions in such Financial Institution's Purchaser Group give a notice to the Managing Agents Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligatedobliged, at the request of Seller Seller, the Company in such Financial Institution's Purchaser Group or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Financial Institution in such Financial Institution's Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Group or (ii) another funding entity nominated by Seller or the Agent that is acceptable to the Company in such Conduit Financial Institution's Purchaser or Conduit Purchasers Group and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Financial Institution's Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions in such Financial Institution's Purchaser Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Purchaser Interests of the Committed PurchasersFinancial Institutions in such Financial Institution's Purchaser Group, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Lender notifies its related Managing the Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests Loans at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests Loan at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest Loan at such LIBO Rate, then such Managing the Agent shall will promptly notify the Collateral Borrower Parties and the Agent and shall suspend the availability of such LIBO Rate and require Seller the Borrower to select the Alternate Base Rate for any Purchaser Loans accruing Interest accruing Yield at such LIBO Rate; provided, however, the failure to so notify any Borrower Party shall not result in the non-suspension of the availability of such LIBO Rate. (b) If less than all Upon the occurrence of the Committed Purchasers give a notice any event giving rise to the Managing Agents pursuant operation of Section 4.4(a) with respect to Section 3.5(a)any Lender, each Committed Purchaser which gave such a notice shall be obligatedLender will, at if requested by the request of Seller or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Borrower, to assign all the extent permissible under applicable law, endeavor in good faith to change the funding office at which it books its ratable share of any Loan accruing Interest at a LIBO Rate hereunder if such change would make it lawful for such Lender to fund such Loan at a LIBO Rate; provided, however, that such change may be made in such manner that such Lender, in its rights sole and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser reasonable determination, suffers no unreimbursed cost or Conduit Purchasers expense or (ii) another funding entity nominated by Seller that is acceptable to such Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement through the Facility Termination Date in the place of such notifying Committed Purchaser; provided that (i) the notifying Committed Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasers, and (ii) the replacement Committed Purchaser otherwise satisfies the requirements of Section 11.1(b)any disadvantage whatsoever.

Suspension of the LIBO Rate. (a) If any Committed Financial Institution notifies the Agent or its Purchaser notifies its related Managing Agent Agent, as applicable, that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchaser Group at a the LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such the LIBO Rate are not available or (ii) such the LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such the LIBO Rate, then the Agent or such Managing Agent shall notify the Collateral Agent and Purchaser Agent, as applicable, shall suspend the availability of such the LIBO Rate for the Financial Institutions in such Financial Institution’s Purchaser Group and require Seller to select the Base Prime Rate for any Purchaser Interest funding by the Financial Institutions in such Financial Institution’s Purchaser Group accruing Financial Institution Yield at such the LIBO Rate. (b) If less than all . Extension of Liquidity Termination Date. Seller may request one or more 364-day extensions of the Committed Purchasers give a Liquidity Termination Date then in effect by giving written notice of such request to the Managing Agents pursuant Agent (each such notice, an “Extension Notice”) at least 60 days prior to Section 3.5(athe Liquidity Termination Date then in effect. After the Agent’s receipt of any Extension Notice, the Agent shall promptly notify each Purchaser Agent of such Extension Notice. After the Agent’s and each Purchaser Agent’s receipt of any Extension Notice, the Agent shall promptly notify the Financial Institutions in the Bank One Conduit’s Purchaser Group of such Extension Notice and each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable notice (a “Consent Notice”) given to the Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to the 30th day prior to the Liquidity Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), each Committed Purchaser which gave consent to such a notice extension of such Liquidity Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be obligated, at the request of Seller or such Committed Purchaser’s Managing Agent (on behalf effective with respect to any of the related Conduit Purchaser Financial Institutions if any one or Conduit Purchasers), to assign all of its rights and obligations hereunder to more Financial Institutions: (i) another Committed notifies the Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group during the Consent Period that is acceptable such Financial Institution either does not wish to consent to such related Conduit Purchaser extension or Conduit Purchasers wishes to revoke its prior Consent Notice or (ii) another funding entity nominated by Seller fails to respond to the Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of fails to respond to the Agent and, if applicable, such Purchaser Agent within the Consent Period is herein referred to as a “Non-Renewing Financial Institution”). If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Liquidity Termination Date shall be irrevocably extended until the date that is 364 days after the Liquidity Termination Date then in effect. The Agent shall promptly notify Seller of any Consent Notice or other notice received by the Agent pursuant to this Section 4.6(a). Upon receipt of notice from the Agent or, if applicable, a Purchaser Agent, pursuant to Section 4.6(a) of any Non-Renewing Financial Institution or that the Liquidity Termination Date has not been extended, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to the Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable to the Agent, the Conduit in such Conduit Non-Renewing Financial Institution’s Purchaser or Conduit Purchasers Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, the Agent shall notify each Purchaser Agent and willing the remaining Financial Institutions in the Bank One Conduit’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions in such Purchaser Agent’s Purchaser Group of such fact, and the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each Non-Renewing Financial Institution shall be reduced to participate in zero. If the rights and obligations under this Agreement through and the Facility other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial Institution whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Liquidity Termination Date in the place of such notifying Committed Purchasershall be extended for an additional 364 days; provided provided, however, that (i) the notifying Committed Purchaser receives payment in full, pursuant Purchase Limit shall be reduced on the Termination Date applicable to each Terminating Financial Institution by an Assignment Agreement, of an aggregate amount equal to the Terminating Commitment Availability as of such notifying Committed Purchaserdate of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Pro Rata Share Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital and Yield owing to of all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of a Terminating Financial Institution (after application of Collections thereto pursuant to Section 2.2 and 2.3), all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the Committed Purchasersprovisions of Article X shall continue in effect for its benefit with respect to Purchaser Interests held by such Terminating Financial Institution prior to its termination as a Financial Institution. Any requested extension of the Liquidity Termination Date may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the Liquidity Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and (ii) upon reduction to zero of the replacement Committed Capital of all Purchaser otherwise satisfies Interests of such Financial Institution, all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “Financial Institution”; provided, however, that the requirements provisions of Section 11.1(b)Article X shall continue in effect for its benefit with respect to Purchaser Interests held by such Financial Institution prior to its termination as a Financial Institution.

Suspension of the LIBO Rate. (a) If any Committed Purchaser or Liquidity Provider notifies its the related Managing Purchaser Agent that it has determined that funding its Pro Rata Share ratable share of the Purchaser Interests Bank Rate Fundings at or by reference to a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests Bank Rate Funding at or by reference to such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest Bank Rate Funding at such LIBO Rate, then such Managing Purchaser Agent shall notify give notice thereof to the Collateral Seller by telephone, facsimile or email as promptly as practicable thereafter and, until such Purchaser Agent and notifies the Seller that the circumstances giving rise to such notice no longer exist, (a) no portion of the Invested Amount shall suspend be funded at the availability of such LIBO Rate or at the Alternate Base Rate determined by reference to the LIBO Rate and require Seller to select (b) the Yield for any outstanding portions of the Invested Amount then funded at the LIBO Rate or at the Alternate Base Rate for any Purchaser determined by reference to the LIBO Rate shall, on the last day of the then current Interest accruing Yield at such LIBO Period, be converted to the Alternate Base Rate determined by reference to clause (a)(ii) of the definition of the Alternate Base Rate.. 730091894 03128405 11 (b) If less than all of the Committed Purchasers give a notice to the Managing Agents pursuant to Section 3.5(a), each Committed Purchaser which gave such a notice shall be obligated, at the request of Seller or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers), to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers or (ii) another funding entity nominated by Seller that is acceptable to such Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement through the Facility Termination Date in the place of such notifying Committed Purchaser; provided that any time (i) the notifying Committed Administrator determines (which determination shall be final and conclusive absent manifest error) or any Purchaser receives payment in fullAgent notifies the Administrator that adequate and reasonable means do not exist for ascertaining the LIBO Rate (including, pursuant without limitation, because the LIBO Rate is not available or published on a current basis) and such circumstances are unlikely to an Assignment Agreementbe temporary, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasers, and (ii) the replacement Committed supervisor for the administrator of the LIBO Rate or a governmental authority having jurisdiction over the Administrator or any other Purchaser Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be used for determining interest rates for loans, or (iii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the United States syndicated loan market in the applicable currency, then the Administator and the Seller shall endeavor to establish an alternate rate of interest (the “Replacement Rate”) to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 13.1 of this Agreement, 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 (5) Business Days of the date notice of the Replacement Rate is provided to the Purchaser Agents, a written notice from the Required Purchaser Agents stating that such Required Purchaser Agents object to such amendment. Until the Replacement Rate is determined (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 4.4(b), only to the extent the LIBO Rate for such period is not available or published at such time on a current basis), (a) no portion of the Invested Amount shall be funded at the LIBO Rate or at the Alternate Base Rate determined by reference to the LIBO Rate and (b) the Yield for any outstanding portions of the Invested Amount then funded at the LIBO Rate or at the Alternate Base Rate determined by reference to the LIBO Rate shall, on the last day of the then current Interest Period, be converted to the Alternate Base Rate determined by reference to clause (a)(ii) of the definition of the Alternate Base Rate. Notwithstanding anything else herein, any definition of the Replacement Rate shall provide that in no event shall such Replacement Rate be less than zero for the purposes of this Agreement. To the extent the Replacement Rate is approved by the Administrator in connection with this clause, the Replacement Rate shall be applied in a manner consistent with market practice; provided, that, in each case, to the extent such market practice is not administratively feasible for the Administrator, the Replacement Rate shall be applied as otherwise satisfies reasonably determined by the requirements Administrator (it being understood that any such modification by the Administrator shall not require the consent of, or consultation with, any of Section 11.1(bthe Purchaser Agents).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its related Managing the Agent that it has determined that (i) funding its Pro Rata Share of the Purchaser Receivable Interests of the Financial Institutions at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (iii) deposits of a type and maturity appropriate to match fund its Purchaser Receivable Interests at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Receivable Interest at such LIBO Rate, then such Managing the Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller to select the Base Rate for any Purchaser Receivable Interest accruing Yield at such LIBO Rate; provided, that before making any such suspension, the applicable Financial Institution shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different LIBO Rate lending office if the making of such designation would allow such Financial Institution or its LIBO Rate lending office to continue to fund its Pro Rata Share of the Purchaser Interests at a LIBO Rate and avoid the situations set forth in clauses (i)-(iii) in this Section 4.5(a). (b) If less than all of the Committed Purchasers Financial Institutions give a notice to the Managing Agents Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligatedobliged, at the request of Seller Seller, Falcon or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Financial Institution or (ii) another funding entity nominated by Seller or the Agent that is acceptable to such Conduit Purchaser or Conduit Purchasers Falcon and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (ix) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Financial Institution's Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Receivable Interests of the Committed PurchasersFinancial Institutions, and (iiy) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. If at any time (ai) If the Administrative Agent determines (which determination shall be conclusive absent manifest error) or (ii) any Committed Purchaser Financial Institution notifies its related Managing Agent that it has determined that funding its Pro Rata Share of adequate and reasonable means do not exist for ascertaining the Purchaser Interests at a LIBO Rate would violate any applicable law(including, rulewithout limitation, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are because Bloomberg screen Bloomberg US2001M is not available or published on a current basis) and such circumstances are unlikely to be temporary, (ii) such the supervisor for the administrator of the LIBO Rate does not accurately reflect or a Governmental Authority having jurisdiction over the cost Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be used for determining interest rates for loans, or (iii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the United States syndicated loan market in the applicable currency, then the Administrative Agent and the Seller shall endeavor to establish an alternate rate of acquiring or maintaining interest (the “Replacement Rate”) to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a Purchaser Interest rate of interest for syndicated loans in the United States at such LIBO Ratetime, then and shall enter into an amendment to this Agreement to reflect such Managing alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 13.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall notify not have received, within five (5) Business Days of the Collateral date notice of the Replacement Rate is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until the Replacement Rate is determined (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 4.4(a), only to the extent the LIBO Rate for such Settlement Period is not available or published at such time on a current basis), the Administrative Agent and shall suspend the availability of such LIBO Rate and require Seller to select the Base Rate shall apply to all Purchaser Interests for so long as such suspension shall persist. Notwithstanding anything else herein, any Purchaser Interest accruing Yield at definition of Replacement Rate shall provide that in no event shall such LIBO Rate. (b) If Replacement Rate be less than all zero for the purposes of this Agreement. To the extent the Replacement Rate is approved by the Administrative Agent (in consultation with the Seller) in connection with this clause, the Replacement Rate shall be applied in a manner consistent with market practice; provided, that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, the Replacement Rate shall be applied as otherwise reasonably determined by the Administrative Agent (it being understood that any such modification by the Administrative Agent shall not require the consent of, or consultation with, any of the Committed Purchasers give a notice to the Managing Agents pursuant to Section 3.5(a), each Committed Purchaser which gave such a notice shall be obligated, at the request of Seller or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers), to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers or (ii) another funding entity nominated by Seller that is acceptable to such Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement through the Facility Termination Date in the place of such notifying Committed Purchaser; provided that (i) the notifying Committed Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasers, and (ii) the replacement Committed Purchaser otherwise satisfies the requirements of Section 11.1(bLenders).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Liquidity Bank notifies its related Managing the Agent that it has determined that funding its Pro Rata Share ratable share of the Purchaser Interests Liquidity Fundings at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests Liquidity Funding at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest Liquidity Funding at such LIBO Rate, then such Managing the Agent shall will promptly notify the Collateral Seller Parties and the Agent and shall suspend the availability of such LIBO Rate and require the Seller to select the Alternate Base Rate for any Purchaser Interest Liquidity Funding accruing Yield at such LIBO Rate; provided, however, the failure to so notify any Seller Party shall not result in the non-suspension of the availability of such LIBO Rate. (b) If less than all of the Committed Purchasers Liquidity Banks give a notice to the Managing Agents Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Liquidity Bank which gave such a notice shall be obligatedobliged, at the request of Seller the Seller, Blue Ridge or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Liquidity Bank or (ii) another funding entity nominated by the Seller or the Agent that is acceptable to such Conduit Purchaser or Conduit Purchasers and an Eligible Assignee willing to participate in this the Liquidity Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserLiquidity Bank; provided that (iA) the notifying Committed Purchaser Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, full of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield all Aggregate Unpaids owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasersit (whether due or accrued), and (iiB) the replacement Committed Purchaser Liquidity Bank otherwise satisfies the requirements of Section 11.1(b)the Liquidity Agreement.

Suspension of the LIBO Rate. (a) a If any Committed Purchaser Financial Institution notifies its related Managing the Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchaser Group at a the LIBO Rate would violate any applicable law, rule, regulation, regulation or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such the LIBO Rate are not available or (ii) such the LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such the LIBO Rate, then such Managing the Agent shall notify the Collateral Agent and shall suspend the availability of such the LIBO Rate for the Financial Institutions in such Financial Institution’s Purchaser Group and require Seller to select the Base Prime Rate for any Purchaser Interest funded by the Financial Institutions in such Financial Institution’s Purchaser Group accruing Yield at such the LIBO Rate. (b) . b If less than all of the Committed Purchasers Financial Institutions in such Financial Institution’s Purchaser Group give a notice to the Managing Agents Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligatedobliged, at the request of Seller the Administrative Seller, the Company in such Financial Institution’s Purchaser Group or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Financial Institution in such Financial Institution’s Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Group or (ii) another funding entity nominated by the Administrative Seller or the Agent that is acceptable to the Company in such Conduit Financial Institution’s Purchaser or Conduit Purchasers Group and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserFinancial Institution’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions in such Financial Institution’s Purchaser Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions in such Financial Institution’s Purchaser Group, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser notifies its related Managing Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller to select the Base Rate for any Purchaser Interest accruing Yield at such LIBO Rate. (b) If less than all of the Committed Purchasers give a notice to the Managing Agents pursuant to Section 3.5(a), each Committed Purchaser which gave such a notice shall be obligated, at the request of Seller or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers), to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers or (ii) another funding entity nominated by Seller that is acceptable to such Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed Purchaser; provided that (i) the notifying Committed Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasers, and (ii) the replacement Committed Purchaser otherwise satisfies the requirements of Section 11.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser PurchaserFinancial Institution notifies its Sellerits related Managing Agent that it has determined that funding its PercentagePurchaser Group’s Pro Rata Share of the Purchaser Interests at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing PurchaserManaging Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller to select the Base Rate for any Purchaser Interest accruing Yield at such LIBO Rate shall accrue interest at the Alternate Base Rate. (b) If less than all of the Committed Purchasers PurchasersFinancial Institutions give a notice to the Sellerthe Managing Agents pursuant to Section 3.5(a4.34.5(a), each Committed Purchaser PurchaserFinancial Institution which gave such a notice shall be obligatedobliged, at the request of Seller Seller, or such Committed PurchaserFinancial Institution’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit PurchasersConduit, if any), to assign all of its rights and obligations hereunder to (i) another Committed Purchaser Financial Institution that is acceptable to such related Conduit Purchaser or Conduit Purchasers (if any) or (ii) another funding entity nominated by Seller that is acceptable to such related Conduit Purchaser or Conduit Purchasers (if any) and willing to participate in this Agreement and the related Liquidity Agreement through the Facility StatedLiquidity Termination Date in the place of such notifying Committed PurchaserPurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser PurchaserFinancial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserPurchaser’sFinancial Institution’s Pro Rata Share share of the Capital and Yield owing to all of the Committed Purchasers it and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersInterests, and (ii) the replacement Committed Purchaser PurchaserFinancial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser notifies its related Managing the applicable Co-Agent that it has determined that funding its Pro Rata Ratable Share of the Purchaser Receivable Interests of the Committed Purchasers in its Group at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of lawdue to a Regulatory Change, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Receivable Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Receivable Interest at such LIBO Rate, then such Managing Co-Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate for its Group and require Seller to select the Alternate Base Rate for any Purchaser Receivable Interest accruing Yield at such LIBO Rateof its Group funded by its Committed Purchasers. (b) If less than all of the Committed Purchasers in a Group give a notice to the Managing Agents their applicable Co-Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser which gave such a notice shall be obligatedobliged, at the request of Seller Seller, the applicable Conduit or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)applicable Co-Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers or (ii) another funding entity nominated by Seller or such Co-Agent that is acceptable to such the applicable Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed Purchaser; provided that (iA) the notifying Committed Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Ratable Share of the Capital and Yield Invested Amount owing to all of the Committed Purchasers in its Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Ratable Share of the Purchaser Receivable Interests of the such Committed Purchasers, and (iiB) the replacement Committed Purchaser otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its related Managing the Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchaser Group or its Term-out Period Advances at a the LIBO Rate or a Term-out Period Advance Rate, as applicable, would violate any applicable law, rule, regulation, regulation or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests or Term-out Period Advances at such the LIBO Rate or a Term-out Period Advance Rate, as applicable, are not available or (ii) such the LIBO Rate or a Term-out Period Advance Rate, as applicable, does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at the LIBO Rate or a Term-out Period Advance Rate at such LIBO Term-out Period Advance Rate, then such Managing the Agent shall notify the Collateral Agent and shall suspend the availability of such the LIBO Rate or a Term-out Period Advance Rate, as applicable, for the Financial Institutions in such Financial Institution’s Purchaser Group and require Seller to select the Base Prime Rate for any Purchaser Interest or Term-out Period Advance funded by the Financial Institutions in such Financial Institution’s Purchaser Group accruing Yield at such the LIBO Rate or a Term-out Period Advance Rate, as applicable. (b) If less than all of the Committed Purchasers Financial Institutions in such Financial Institution’s Purchaser Group give a notice to the Managing Agents Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligatedobliged, at the request of Seller the Administrative Seller, the Company in such Financial Institution’s Purchaser Group or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Financial Institution in such Financial Institution’s Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Group or (ii) another funding entity nominated by the Administrative Seller or the Agent that is acceptable to the Company in such Conduit Financial Institution’s Purchaser or Conduit Purchasers Group and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserFinancial Institution’s Pro Rata Share of the Capital and Capital, principal amount of Term-out Period Advances, Yield owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions or its Term-out Period Advances in such Financial Institution’s Purchaser Group, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its related Managing the Agent that it has determined that (i) funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (iii) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing the Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller to select the Base Prime Rate for any Purchaser Interest accruing Yield at such LIBO Rate; provided that before making any such suspension, the applicable Financial Institution shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different LIBO Rate lending office if the making of such designation would allow such Financial Institution or its LIBO Rate lending office to continue to fund its Pro Rata Share of the Purchaser Interests at a LIBO Rate and avoid the situations set forth in clauses (i)-(iii) in this Section 4.5(a). (b) If less than all of the Committed Purchasers Financial Institutions give a notice to the Managing Agents Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligatedobliged, at the request of Seller Seller, Conduit or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Financial Institution or (ii) another funding entity nominated by Seller or the Agent that is acceptable to such Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Financial Institution's Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Liquidity Bank notifies its related Managing applicable Co-Agent that it has determined that funding its Pro Rata Share of its Conduit Group’s Percentage of the Purchaser Interests Liquidity Fundings at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests Liquidity Funding at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest Liquidity Funding at such LIBO Rate, then such Managing Co-Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller the Collection Agent, on behalf of Borrowers, to select the Alternate Base Rate for any Purchaser Liquidity Funding of such Liquidity Bank accruing Interest accruing Yield at such LIBO Rate. (b) If less than all of the Committed Purchasers Liquidity Banks of any applicable Conduit Group give a notice to the Managing Agents such Conduit Group’s Co-Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Liquidity Bank which gave such a notice shall be obligatedobliged, at the request of Seller or such Committed Purchaser’s Managing Agent (the Collection Agent, on behalf of Borrowers, the related applicable Conduit Purchaser or Conduit Purchasers)the applicable Co-Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Liquidity Bank in its Conduit Purchaser or Conduit Purchasers Group or (ii) another funding entity nominated by Seller the Collection Agent, on behalf of Borrowers, or the applicable Co-Agent that is acceptable to such Conduit Purchaser or Conduit Purchasers and an Eligible Assignee willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserLiquidity Bank; provided that (i) the notifying Committed Purchaser Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield all Obligations owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasersit (whether due or accrued), and (ii) the replacement Committed Purchaser Liquidity Bank otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Non-Conduit Lender or Liquidity Bank (or its respective Co-Agent) notifies its related Managing the Administrative Agent and the Borrower that it has reasonably determined that (i) funding its Non-Conduit Lender Funding or its Pro Rata Share of its Group’s Percentage of a Liquidity Funding, as applicable, at the Purchaser Interests at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (iii) deposits of a type and maturity appropriate to match fund its Purchaser Interests Non-Conduit Lender Funding or Liquidity Funding, as applicable at such the LIBO Rate are not available or (iiiii) such the LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO RateNon-Conduit Lender Funding or a Liquidity Funding, as applicable, then such Managing the Administrative Agent shall promptly notify the Collateral Agent Borrower thereof and Loans from such Non-Conduit Lender or Liquidity Bank shall suspend no longer bear interest based on the availability of such LIBO Rate and require Seller to select but instead shall accrue interest at the Base Rate for any Purchaser Interest accruing Yield at plus the Applicable Margin until such LIBO RateNon-Conduit Lender or such Liquidity Bank notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist (which such Lender agrees to do promptly upon the occurrence thereof). (b) If a Non-Conduit Lender or if less than all of the Committed Purchasers give a Liquidity Banks of any applicable Group (or their Co-Agent) gives notice to the Managing Agents Administrative Agent pursuant to Section 3.5(a4.3(a), such Non-Conduit Lender or each Committed Purchaser Liquidity Bank which gave such a notice shall be obligatedobliged, at the request of Seller Borrower, the applicable Conduit in the case of a Liquidity Bank or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Administrative Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Liquidity Bank in its Group in the case of a Liquidity Bank or (ii) another funding entity nominated by Seller Borrower, the applicable Conduit or the Administrative Agent (which in the case of a funding entity nominated by a Conduit or the Administrative Agent, shall be reasonably acceptable to the Borrower) that is acceptable to such Conduit Purchaser or Conduit Purchasers and an Eligible Assignee willing to participate in this Agreement through the Facility Termination Date in the place of such notifying Committed PurchaserNon-Conduit Lender or Liquidity Bank; provided that (i) the notifying Committed Purchaser Non-Conduit Lender or Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield all Obligations owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasersit (whether due or accrued), and (ii) the replacement Committed Purchaser Liquidity Bank otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial --------------------------- Institution notifies its related Managing Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller to select the Base Rate for any Purchaser Interest accruing Yield at such LIBO Rate, and the then current Tranche Period for such Purchaser Interest shall thereupon be terminated and a new Tranche Period based upon the Base Rate shall commence. (b) If less than all of the Committed Purchasers Financial Institutions give a notice to the Managing Agents pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which -------------- gave such a notice shall be obligated, at the request of Seller or such Committed Purchaser’s Financial Institution's Managing Agent (on behalf of the related Conduit Purchaser or Conduit PurchasersConduits), to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Financial Institution or (ii) another funding entity nominated by Seller that is acceptable to such the related Conduit Purchaser or Conduit Purchasers Conduits and willing to participate in this Agreement and the related Liquidity Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the -------- notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Financial Institution's Capital Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions and all accrued but unpaid fees and other costs and expenses payable in respect of its Capital Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).. ---------------

Suspension of the LIBO Rate. (a) If any Committed Purchaser Bank or Liquidity Bank notifies its related Managing the Administrative Agent that it has determined that funding its Pro Rata Share ratable share of the Purchaser Interests Bank Fundings or Liquidity Fundings, as the case may be, at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests Bank Funding or Liquidity Funding, as the case may be, at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest Bank Funding or Liquidity Funding, as the case may be, at such LIBO Rate, then such Managing the Administrative Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller Borrower to select the Alternate Base Rate for any Purchaser Bank Funding or Liquidity Funding accruing Interest accruing Yield at such LIBO Rate. (b) If less than all of the Committed Purchasers Banks (with respect to any Bank Funding) or all of the Liquidity Banks (with respect to any Liquidity Funding) give a notice to the Managing Agents Administrative Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Bank or each Liquidity Bank, as the case may be, which gave such a notice shall be obligatedobliged, at the request of Seller Borrower, Blue Ridge or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Administrative Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser Bank or Liquidity Bank, as the case may be, that is acceptable to has not given such related Conduit Purchaser or Conduit Purchasers notice or (ii) another funding entity nominated by Seller Borrower or the Administrative Agent that is acceptable to such Conduit Purchaser or Conduit Purchasers and an Eligible Assignee willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Liquidity Bank, or in the case of a Bank Funding, willing to become a Committed PurchaserBank through the Commitment Termination Date for the related Committed Bank; provided that (iA) the notifying Committed Purchaser Bank or Liquidity Bank, as the case may be, receives payment in full, pursuant to an Assignment Agreementand Acceptance, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield all Aggregate Unpaids owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasersit (whether due or accrued), and (iiB) in the case of a Liquidity Funding, the replacement Committed Purchaser Liquidity Bank otherwise satisfies the requirements of Section 11.1(b)the Liquidity Agreement.

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial --------------------------- Institution notifies its related Managing Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller to select the Base Rate for any Purchaser Interest accruing Yield at such LIBO Rate. (b) If less than all of the Committed Purchasers Financial Institutions give a notice to the Managing Agents pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which -------------- gave such a notice shall be obligated, at the request of Seller or such Committed Purchaser’s Financial Institution's Managing Agent (on behalf of the related Conduit Purchaser or Conduit PurchasersConduits), to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Financial Institution or (ii) another funding entity nominated by Seller that is acceptable to such Conduit Purchaser or Conduit Purchasers the Conduits and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives -------- payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Financial Institution's Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).. ---------------

Suspension of the LIBO Rate. (a) If any Committed Purchaser in the Related Group for which Bank One is the Managing Agent notifies its related Managing Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of such Committed Purchasers at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing Agent shall notify the Collateral Agent and the Collateral Agent shall suspend the availability of such LIBO Rate and require the Seller to select the Base Prime Rate for any Purchaser Interest held by such Committed Purchasers and accruing Yield at such LIBO Rate. (b) If less than all of the Committed Purchasers in the Related Group for which Bank One is the Managing Agent give a notice to the its Managing Agents Agent pursuant to Section 3.5(aSECTION 4.5(a), each Committed Purchaser which gave such a notice shall be obligatedobliged, at the request of the Seller or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Collateral Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers in its Related Group or (ii) another funding entity nominated by Seller the Seller, the Collateral Agent or the applicable Managing Agent that is acceptable to such the related Conduit Purchaser or Conduit Purchasers Conduits and willing to participate in this Agreement and the related Liquidity Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed Purchaser; provided PROVIDED that (i) the notifying Committed Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s 's Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers in the Related Group for which Bank One is the Managing Agent and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the such Committed Purchasers, and (ii) the replacement Committed Purchaser otherwise satisfies the requirements of Section 11.1(bSECTION 12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its related Managing Agent that (i) it has determined that funding or maintaining its Pro Rata Share of the Purchaser Interests Interest at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (iii) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available available, or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller until such Financial Institution notifies its related Managing Agent that such conditions cease to select apply, Yield shall accrue at the Base Rate for any Purchaser Interest accruing Yield at such LIBO Rate. (b) If less than all of the Committed Purchasers Financial Institutions give a notice to the Managing Agents pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligated, at the request of Seller or such Committed PurchaserFinancial Institution’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit PurchasersConduits), to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Financial Institution or (ii) another funding entity nominated by Seller that is acceptable to such the related Conduit Purchaser or Conduit Purchasers Conduits and willing to participate in this Agreement and the related Liquidity Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (ix) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserFinancial Institution’s Capital Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions and all accrued but unpaid fees and other costs and expenses payable in respect of its Capital Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions, and (iiy) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its related Managing Agent that (i) it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (iii) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available available, or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate at the end of any then current Tranche Period, provided that if required by any applicable law, rule, regulation or directive, any then current Tranche Period for such Purchaser Interest based on the LIBO Rate shall terminate immediately and require Seller to select a new Tranche Period based on the Base Rate for any Purchaser Interest accruing Yield at such LIBO Rateshall commence. (b) If less than all of the Committed Purchasers Financial Institutions give a notice to the Managing Agents pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligated, at the request of Seller or such Committed PurchaserFinancial Institution’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit PurchasersConduits), to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Financial Institution or (ii) another funding entity nominated by Seller that is acceptable to such the related Conduit Purchaser or Conduit Purchasers Conduits and willing to participate in this Agreement and the related Liquidity Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (ix) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserFinancial Institution’s Capital Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions and all accrued but unpaid fees and other costs and expenses payable in respect of its Capital Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions, and (iiy) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its related Managing the Agent that it has determined that (i) funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (iii) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing the Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller to select the Base Prime Rate for any Purchaser Interest accruing Yield at such LIBO Rate; provided that before making any such suspension, the applicable Financial Institution shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different LIBO Rate lending office if the making of such designation would allow such Financial Institution or its LIBO Rate lending office to continue to fund its Pro Rata Share of the Purchaser Interests at a LIBO Rate and avoid the situations set forth in clauses (i)-(iii) in this Section 4.5(a). (b) If less than all of the Committed Purchasers Financial Institutions give a notice to the Managing Agents Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligatedobliged, at the request of Seller Seller, Conduit or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Financial Institution or (ii) another funding entity nominated by Seller or the Agent that is acceptable to such Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Financial Institution's Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser notifies its the related Managing Funding Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Committed Purchasers or its Term-out Period Advances at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests or Term-out Period Advances at such the LIBO Rate are not available or (ii) such the LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest or Term-out Period Advance at such the LIBO Rate, then such Managing Funding Agent shall notify the Collateral Agent and shall suspend the availability of such the LIBO Rate and require Seller to select the Base Rate for any Purchaser Interest of the Committed Purchasers in its Purchaser Group or Term-out Period Advance accruing Yield at such the LIBO Rate. (b) If less than all of the Committed Purchasers give a notice to the Managing their related Funding Agents pursuant to Section 3.5(a4.5(a), each Committed Purchaser which gave such a notice shall be obligatedobliged, at the request of the Seller or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit in its Purchaser or Conduit Purchasers Group or (ii) another funding entity Committed Purchaser nominated by the Seller or the Agent that is acceptable to such Conduit Purchaser or Conduit Purchasers the related Funding Agent and Conduits and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed Purchaser; provided provided, that (i) the notifying Committed Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital Capital, principal amount of Term-out Period Advances and Yield owing to all of the Committed Purchasers in its Purchaser Group and all accrued accruing but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersPurchasers in its Purchaser Group or its Term-out Period Advances, and (ii) the replacement Committed Purchaser otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Liquidity Bank notifies its related Managing applicable Co-Agent that it has determined that funding its Pro Rata Share of its Conduit Group's Percentage of the Purchaser Interests Liquidity Fundings at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests Liquidity Funding at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest Liquidity Funding at such LIBO Rate, then such Managing Co-Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller Borrower to select the Alternate Base Rate for any Purchaser Liquidity Funding of such Liquidity Bank accruing Interest accruing Yield at such LIBO Rate. (b) If less than all of the Committed Purchasers Liquidity Banks of any applicable Conduit Group give a notice to the Managing Agents such Group's Co-Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Liquidity Bank which gave such a notice shall be obligatedobliged, at the request of Seller Borrower, the applicable Conduit or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)applicable Co-Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Liquidity Bank in its Conduit Purchaser or Conduit Purchasers Group or (ii) another funding entity nominated by Seller Borrower or the applicable Co-Agent that is acceptable to such Conduit Purchaser or Conduit Purchasers and an Eligible Assignee willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserLiquidity Bank; provided that PROVIDED THAT (i) the notifying Committed Purchaser Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield all Obligations owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasersit (whether due or accrued), and (ii) the replacement Committed Purchaser Liquidity Bank otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its related Managing the Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchaser Group at a the LIBO Rate would violate any applicable law, rule, regulation, regulation or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such the LIBO Rate are not available or (ii) such the LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such the LIBO Rate, then such Managing the Agent shall notify the Collateral Agent and shall suspend the availability of such the LIBO Rate for the Financial Institutions in such Financial Institution’s Purchaser Group and require Seller to select the Alternate Base Rate for any Purchaser Interest funded by the Financial Institutions in such Financial Institution’s Purchaser Group accruing Yield at such the LIBO Rate. (b) . FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT If less than all of the Committed Purchasers Financial Institutions in such Financial Institution’s Purchaser Group give a notice to the Managing Agents Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligatedobliged, at the request of Seller the Administrative Seller, the Company in such Financial Institution’s Purchaser Group or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Financial Institution in such Financial Institution’s Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Group or (ii) another funding entity nominated by the Administrative Seller or the Agent that is acceptable to the Company in such Conduit Financial Institution’s Purchaser or Conduit Purchasers Group and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserFinancial Institution’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions in such Financial Institution’s Purchaser Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions in such Financial Institution’s Purchaser Group, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Liquidity Bank notifies its related Managing the applicable Co-Agent that it has determined that funding its Pro Rata Ratable Share of the Purchaser Interests of the Liquidity Banks in its Group at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing Co-Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate for its Group and require Seller to select the Base Prime Rate for any Purchaser Interest of its Group accruing Yield at such LIBO Rate. (b) If less than all of the Committed Purchasers Liquidity Banks in a Group give a notice to the Managing Agents their applicable Co-Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Liquidity Bank which gave such a notice shall be obligatedobliged, at the request of Seller Seller, the applicable Conduit or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)applicable Co-Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Liquidity Bank or (ii) another funding entity nominated by Seller that is reasonably acceptable to such the applicable Conduit Purchaser or Conduit Purchasers and Seller and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserLiquidity Bank; provided PROVIDED that (i) the notifying Committed Purchaser Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Liquidity Bank's Ratable Share of the Capital and Yield owing to all of the Committed Purchasers Liquidity Banks in its Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share Ratable of the Purchaser Interests of the Committed Purchaserssuch Liquidity Banks, and (ii) the replacement Committed Purchaser Liquidity Bank otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Liquidity Bank notifies its related Managing the applicable Co-Agent that it has determined that funding its Pro Rata Ratable Share of the Purchaser Interests of the Liquidity Banks in its Group at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing Co-Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate for its Group and require Seller to select the Base Prime Rate for any Purchaser Interest of its Group accruing Yield at such LIBO Rate. (b) If less than all of the Committed Purchasers Liquidity Banks in a Group give a notice to the Managing Agents their applicable Co-Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Liquidity Bank which gave such a notice shall be obligatedobliged, at the request of Seller Seller, the applicable Conduit or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)applicable Co-Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Liquidity Bank or (ii) another funding entity nominated by Seller that is reasonably acceptable to such the applicable Conduit Purchaser or Conduit Purchasers and Seller and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserLiquidity Bank; provided that (i) the notifying Committed Purchaser Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserLiquidity Bank’s Pro Rata Ratable Share of the Capital and Yield owing to all of the Committed Purchasers Liquidity Banks in its Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Ratable Share of the Purchaser Interests of the Committed Purchaserssuch Liquidity Banks, and (ii) the replacement Committed Purchaser Liquidity Bank otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its related Managing the Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchaser Group at a the LIBO Rate would violate any applicable law, rule, regulation, regulation or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such the LIBO Rate are not available or (ii) such the LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such the LIBO Rate, then such Managing the Agent shall notify the Collateral Agent and shall suspend the availability of such the LIBO Rate for the Financial Institutions in such Financial Institution’s Purchaser Group and require Seller to select the Alternate Base Rate for any Purchaser Interest funded by the Financial Institutions in such Financial Institution’s Purchaser Group accruing Yield at such the LIBO Rate. (b) If less than all of the Committed Purchasers Financial Institutions in such Financial Institution’s Purchaser Group give a notice to the Managing Agents Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligatedobliged, at the request of Seller the Administrative Seller, the Company in such Financial Institution’s Purchaser Group or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Financial Institution in such Financial Institution’s Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Group or (ii) another funding entity nominated by the Administrative Seller or the Agent that is acceptable to the Company in such Conduit Financial Institution’s Purchaser or Conduit Purchasers Group and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserFinancial Institution’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Institutions in such Financial Institution’s Purchaser Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions in such Financial Institution’s Purchaser Group, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its related Managing the Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution's Purchaser Group at a the LIBO Rate would violate any applicable law, rule, regulation, regulation or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such the LIBO Rate are not available or (ii) such the LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such the LIBO Rate, then such Managing the Agent shall notify the Collateral Agent and shall suspend the availability of such the LIBO Rate for the Financial Institutions in such Financial Institution's Purchaser Group and require Seller to select the Base Prime Rate for any Purchaser Interest funded by the Financial Institutions in such Financial Institution's Purchaser Group accruing Yield at such the LIBO Rate. (b) If less than all of the Committed Purchasers Financial Institutions in such Financial Institution's Purchaser Group give a notice to the Managing Agents Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligatedobliged, at the request of Seller the Administrative Seller, the Company in such Financial Institution's Purchaser Group or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Financial Institution in such Financial Institution's Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Group or (ii) another funding entity nominated by the Administrative Seller or the Agent that is acceptable to the Company in such Conduit Financial Institution's Purchaser or Conduit Purchasers Group and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Financial Institution's Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions in such Financial Institution's Purchaser Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions in such Financial Institution's Purchaser Group, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its related Managing Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests Interest at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then such Managing Agent shall notify the Collateral Seller, the Servicer and the Administrative Agent and shall suspend the availability of such LIBO Rate for the Financial Institutions in such Managing Agent’s Purchaser Group and require Seller to select the Base Rate for shall apply to any Purchaser Interest accruing Yield at Interests funded by the Financial Institution in its related Purchaser Group for so long as such LIBO Ratesuspension shall persist. (b) If less than all of the Committed Purchasers Managing Agents give a notice to the Managing Agents Seller, the Servicer and the Administrative Agent pursuant to Section 3.5(a4.4(a), each Committed the Financial Institution in the Purchaser Group which gave such a notice shall be obligatedobliged, at the request of Seller or such Committed Purchaser’s Managing Agent (on behalf of the Seller, the related Conduit in such Purchaser Group or Conduit Purchasers)the applicable Managing Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Financial Institution or (ii) another funding entity nominated by the Seller or the related Managing Agent that is acceptable to such the related Conduit Purchaser or Conduit Purchasers and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserFinancial Institution’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchaserssuch Financial Institution, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).

Suspension of the LIBO Rate. (a) If any Committed Purchaser notifies its related Managing all Liquidity Banks notify the Agent that it each has determined that funding its Pro Rata Share ratable share of the Purchaser Interests Liquidity Fundings at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests Liquidity Funding at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest Liquidity Funding at such LIBO Rate, then such Managing the Agent shall notify the Collateral Agent and shall suspend the availability of such LIBO Rate and require Seller to select the Alternate Base Rate for any Purchaser Interest Liquidity Funding accruing Yield at such LIBO Rate. (b) If less than all of the Committed Purchasers Liquidity Banks give a notice to the Managing Agents Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Liquidity Bank which gave such a notice shall be obligatedobliged, at the request of Seller Seller, Blue Ridge or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Liquidity Bank or (ii) another funding entity nominated by Seller or the Agent that is acceptable to such Conduit Purchaser or Conduit Purchasers and an Eligible Assignee willing to participate in this the Liquidity Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserLiquidity Bank; provided that (i) the notifying Committed Purchaser Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, full of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield all Aggregate Unpaids owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasersit (whether due or accrued), and (ii) the replacement Committed Purchaser Liquidity Bank otherwise satisfies the requirements of the Liquidity Agreement. (c) If all of the Liquidity Banks (other than Wachovia) give a notice to the Agent pursuant to Section 11.1(b4.5(a), each Liquidity Bank (other than Wachovia) shall be obliged, at the request of Seller, Blue Ridge or the Agent, to assign all of its rights and obligations hereunder to (i) Wachovia or (ii) another funding entity nominated by Seller or the Agent that is an Eligible Assignee willing to participate in the Liquidity Agreement with Wachovia through the Liquidity Termination Date in the place of the notifying Liquidity Banks; provided that (i) the notifying Liquidating Banks receive payment in full of all Aggregate Unpaids owing to it (whether due or accrued) and (ii) the replacement Liquidity Bank otherwise satisfies the requirements of the Liquidity Agreement.

Suspension of the LIBO Rate. (a) If any Committed Purchaser Financial Institution notifies its related Managing the Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchaser Group at a the LIBO Rate would violate any applicable law, rule, regulation, regulation or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such the LIBO Rate are not available or (ii) such the LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such the LIBO Rate, then such Managing the Agent shall notify the Collateral Agent and shall suspend the availability of such the LIBO Rate for the Financial Institutions in such Financial Institution’s Purchaser Group and require Seller to select the Alternate Base Rate for any Purchaser Interest funded by the Financial Institutions in such Financial Institution’s Purchaser Group accruing Yield at such the LIBO Rate. (b) If less than all of the Committed Purchasers Financial Institutions in such Financial Institution’s Purchaser Group give a notice to the Managing Agents Agent pursuant to Section 3.5(a4.5(a), each Committed Purchaser Financial Institution which gave such a notice shall be obligatedobliged, at the request of Seller the Administrative Seller, the Company in such Financial Institution’s Purchaser Group or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Agent, to assign all of its rights and obligations hereunder to (i) another Committed Financial Institution in such Financial Institution’s Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Group or (ii) another funding entity nominated by the Administrative Seller or the Agent that is acceptable to the Company in such Conduit Financial Institution’s Purchaser or Conduit Purchasers Group and willing to participate in this Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserFinancial Institution; provided that (i) the notifying Committed Purchaser Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed PurchaserFinancial Institution’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers Financial Institutions in such Financial Institution’s Purchaser Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed PurchasersFinancial Institutions in such Financial Institution’s Purchaser Group, and (ii) the replacement Committed Purchaser Financial Institution otherwise satisfies the requirements of Section 11.1(b12.1(b).. AMENDMENT NO. 7 TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE UNDERTAKING (p) Section 4.6 of the Receivables Purchase Agreement is hereby amended by amending and restating such section in its entirety to read as follows:

Suspension of the LIBO Rate. (a) If any Committed Purchaser Liquidity Bank notifies its related Managing Agent the Administrator that it has determined that funding its Pro Rata Share ratable share of the Purchaser Interests Liquidity Fundings at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests Liquidity Funding at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest Liquidity Funding at such LIBO Rate, then such Managing Agent shall the Administrator will promptly notify the Collateral Agent Seller Parties and the Administrator shall suspend the availability of such LIBO Rate and require the Seller to select the Alternate Base Rate for any Purchaser Interest Liquidity Funding accruing Yield at such LIBO Rate; provided, however, the failure to so notify any Seller Party shall not result in the non-suspension of the availability of such LIBO Rate. (b) If less than all of the Committed Purchasers Liquidity Banks give a notice to the Managing Agents Administrator pursuant to Section 3.5(a4.5(a), each Committed Purchaser Liquidity Bank which gave such a notice shall be obligatedobliged, at the request of Seller the Seller, TPF or such Committed Purchaser’s Managing Agent (on behalf of the related Conduit Purchaser or Conduit Purchasers)Administrator, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit Purchasers Liquidity Bank or (ii) another funding entity nominated by the Seller or the Administrator that is acceptable to such Conduit Purchaser or Conduit Purchasers and an Eligible Assignee willing to participate in this the Liquidity Agreement through the Facility Liquidity Termination Date in the place of such notifying Committed PurchaserLiquidity Bank; provided that (iA) the notifying Committed Purchaser Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, full of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield all Aggregate Unpaids owing to all of the Committed Purchasers and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasersit (whether due or accrued), and (iiB) the replacement Committed Purchaser Liquidity Bank otherwise satisfies the requirements of the Liquidity Agreement. (c) Upon the occurrence of any event giving rise to the operation of Section 11.1(b)4.5(a) with respect to any Liquidity Bank, it will, if requested by the Seller, to the extent permissible under applicable law, endeavor in good faith to change the funding office at which it books its ratable share of any Liquidity Funding accruing Yield at a LIBO Rate hereunder if such change would make it lawful for such Liquidity Bank to fund such Liquidity Funding at a LIBO Rate; provided, however, that such change may be made in such manner that such Liquidity Bank, in its sole determination, suffers no unreimbursed cost or expense or any disadvantage whatsoever.