Common use of Suspension of the LIBO Rate Clause in Contracts

Suspension of the LIBO Rate. (a) If any Liquidity Bank notifies the Administrative Agent that (i) such Liquidity Bank has determined that funding its Pro Rata Share of the 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 (ii) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are not available or (iii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower to select the Alternate Base Rate for any Liquidity Funding accruing Interest at such LIBO Rate. (b) If less than all of the Liquidity Banks give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank which gave such a notice shall be obliged, at the request of Borrower, Blue Ridge or the Administrative Agent, to assign all of such Liquidity Bank's rights and obligations hereunder to (i) another Liquidity Bank or (ii) another funding entity nominated by Borrower or the Administrative Agent that is an Eligible Assignee willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity Bank; PROVIDED THAT (i) the notifying Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of all Obligations owing to it (whether due or accrued), and (ii) the replacement Liquidity Bank otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank notifies the Administrative Agent that (i) such Liquidity Bank it has reasonably determined that funding its Pro Rata Share of the 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 (iii) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require the Borrower to select the Alternate Base Rate for any Liquidity Funding accruing Interest at such LIBO Rate. (b) If less than all of the Liquidity Banks give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank which gave such a notice shall be obliged, at the request of the Borrower, Blue Ridge VFCC or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank or (ii) another funding entity nominated by the Borrower or the Administrative Agent that is an Eligible Assignee willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity Bank; PROVIDED THAT provided that (i) the notifying Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of all Obligations owing to it (whether due or accrued), and (ii) the replacement Liquidity Bank otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Prime Rate for any Liquidity Funding Purchaser Interest accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge Conduit or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable to Conduit and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution's Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Prime Rate for any Liquidity Funding Purchaser Interest accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge Conduit or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable to Conduit and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution’s Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share ratable share of the 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 (iii) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Rate for any Liquidity Funding accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee willing to participate in this the Liquidity Agreement through the Liquidity Termination Date in the place of such notifying Liquidity Bank; PROVIDED THAT (i) the notifying Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, full of all Obligations Aggregate Unpaids owing to it (whether due or accrued), and (ii) the replacement Liquidity Bank otherwise satisfies the requirements of Section 12.1(b)the Liquidity Agreement.

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative its related Managing Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative such Managing Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Prime Rate for any Liquidity Funding accruing Purchaser Interest at held by such LIBO RateFinancial Institution. (b) If less than all of the Liquidity Banks Financial Institutions in any Purchase Group give a notice to the Administrative related Managing Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of Borrower, Blue Ridge Seller or the Administrative such Financial Institution’s Managing Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution in its Purchase Group or (ii) another funding entity nominated by Borrower Seller or the Administrative related Managing Agent that is an Eligible Assignee acceptable to the Agent, the applicable Managing Agent and the related Conduit and willing to participate in this Agreement and the related Liquidity Agreement through the Liquidity Facility Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (ix) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Financial Institution’s Percentage of the Capital and all Obligations Yield owing to it (whether due or accrued)such notifying Financial Institution and all accrued but unpaid fees and other costs and expenses payable in respect of its Percentage of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchase Group, and (iiy) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative its related Managing Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative such Managing Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Rate for any Liquidity Funding accruing Purchaser Interest at held by such LIBO RateFinancial Institution. (b) If less than all of the Liquidity Banks Financial Institutions in any Purchase Group give a notice to the Administrative related Managing Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of Borrower, Blue Ridge Seller or the Administrative such Financial Institution’s Managing Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution in its Purchase Group or (ii) another funding entity nominated by Borrower Seller or the Administrative related Managing Agent that is an Eligible Assignee acceptable to the Agent, the applicable Managing Agent and the related Conduit and willing to participate in this Agreement and the related Liquidity Agreement through the Liquidity Facility Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (ix) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Financial Institution’s Percentage of the Capital and all Obligations Yield owing to it (whether due or accrued)such notifying Financial Institution and all accrued but unpaid fees and other costs and expenses payable in respect of its Percentage of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchase Group, and (iiy) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank notifies the Administrative Agent that (i) such Liquidity Bank it has reasonably determined that funding its Pro Rata Share of the 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 (iii) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower to select the Alternate Base Rate for any Liquidity Funding accruing Interest at such LIBO Rate. (b) If less than all of the Liquidity Banks give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank which gave such a notice shall be obliged, at the request of Borrower, Blue Ridge or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank or (ii) another funding entity nominated by Borrower or the Administrative Agent that is an Eligible Assignee willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity Bank; PROVIDED THAT provided that (i) the notifying Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of all Obligations owing to it (whether due or accrued), and (ii) the replacement Liquidity Bank otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Prime Rate for any Liquidity Funding Purchaser Interest accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge Company or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable to Company and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution's Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative Agent 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 Borrower to select a new Tranche Period based on the Alternate Base Rate for any Liquidity Funding accruing Interest at such LIBO Rateshall commence. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge Company or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable to Company and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution's Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding Purchaser Interests at such LIBO Rate are not available or (iiiii) such 6 LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Alternative Base Rate for any Liquidity Funding Purchaser Interest accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge Conduit or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable to Conduit and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution's Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial ------------------------------- Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings Purchaser Interests of the Financial Institutions 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 (iii) deposits of a type and maturity appropriate to match fund its Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Prime Rate for any Liquidity Funding Purchaser Interest accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which -------------- gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge Conduit or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable to Conduit and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives -------- payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution's Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).. ----------------

Suspension of the LIBO Rate. (a) If any Liquidity Bank notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share ratable share of the 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 (iii) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Rate for any Liquidity Funding accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee willing to participate in this the Liquidity Agreement through the Liquidity Termination Date in the place of such notifying Liquidity Bank; PROVIDED THAT provided that (i) the notifying Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, full of all Obligations Aggregate Unpaids owing to it (whether due or accrued), and (ii) the replacement Liquidity Bank otherwise satisfies the requirements of Section 12.1(b)the Liquidity Agreement.

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative its related Managing Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative such Managing Agent shall suspend the availability of such LIBO Rate and require Borrower to select any Purchaser Interest accruing Yield at such LIBO Rate shall accrue interest at the Alternate Base Rate for any Liquidity Funding accruing Interest at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent Managing Agents pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge or such Financial Institution’s Managing Agent (on behalf of the Administrative Agentrelated Conduit, if any), to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution that is acceptable to such related Conduit (if any) or (ii) another funding entity nominated by Borrower or the Administrative Agent Seller that is an Eligible Assignee acceptable to such related Conduit (if any) and willing to participate in this Agreement and the related Liquidity Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution’s share of the Capital and Yield owing to it (whether due or accrued)and all accrued but unpaid fees and other costs and expenses payable in respect of its Purchaser Interests, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Prime Rate for any Liquidity Funding Purchaser Interest accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge Jupiter or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable to Jupiter and willing to participate in this Agreement through the Liquidity Scheduled Commitment Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution’s Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Prime Rate for any Liquidity Funding Purchaser Interest accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge Jupiter or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable to Jupiter and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution's Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution in the Falcon Group or Fifth Third notifies the Administrative Agent Seller that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding Interests at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding Interest at such LIBO Rate, then the Administrative Agent shall members of the applicable Group will suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Rate for any Liquidity Funding Interest accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions in the Falcon Group give a notice to the Administrative Falcon Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution in the Falcon Group which gave such a notice shall will be obliged, at the request of BorrowerSeller, Blue Ridge Falcon or the Administrative Falcon Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Falcon Agent that is an Eligible Assignee acceptable to Falcon and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution’s Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the Financial Institutions in the Falcon 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b12.l(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined in good faith that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Prime Rate for any Liquidity Funding Purchaser Interest accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge Conduit or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable to Conduit and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution's Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).. 7 12

Suspension of the LIBO Rate. (a) If any Liquidity Bank Committed Purchaser notifies the Administrative Agent Seller that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding Interests at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding Interest at such LIBO Rate, then the Administrative Agent Committed Purchaser(s) in the applicable Purchaser Group shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Rate for any Liquidity Funding Interest accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge Jupiter or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable to Jupiter and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution’s Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Rate for any Liquidity Funding Purchaser Interest accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge Jupiter or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable to Jupiter and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution's Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings Loans 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 Liquidity Funding Loans at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding Loans at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require the Borrower to select the Alternate Base Rate for any Liquidity Funding Loan accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section SECTION 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of the Borrower, Blue Ridge the Conduit or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by the Borrower or the Administrative Agent that is an Eligible Assignee acceptable to the Conduit and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution's Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the Financial Institutions and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Loans of the Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section SECTION 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding Purchaser Interests at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring ofacquiring or maintaining a Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Rate for any Liquidity Funding Purchaser Interest accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge Jupiter or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable to Jupiter and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution’s Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Finance Subsidiary to select the Alternate Base Rate for any Liquidity Funding Purchaser Interest accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerFinance Subsidiary, Blue Ridge Conduit or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Finance Subsidiary or the Administrative Agent that is an Eligible Assignee acceptable to Conduit and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution's Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Rate for any Liquidity Funding Purchaser Interest accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge Company or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable to Company and willing to participate in this Agreement through the Liquidity Facility Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution’s Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Prime Rate for any Liquidity Funding Purchaser Interest of such notifying Financial Institution accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge Company or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable to Company and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution's Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share ratable share of the 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 (iii) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Rate for any Liquidity Funding accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks give a notice to the Administrative Agent pursuant to Section 4.5(a4.4(a), each Liquidity Bank which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank or (ii) another funding entity Eligible Assignee that is either nominated by Borrower Seller or by the Administrative Agent that and is an Eligible Assignee willing to participate in this Agreement and the Liquidity Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankBank and is reasonably acceptable to Seller; PROVIDED THAT (i) the notifying Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, full of all Obligations owing to it (whether due or accrued), and (ii) the replacement Liquidity Bank otherwise satisfies the requirements of Section 12.1(b).all

Suspension of the LIBO Rate. (a) If any Liquidity Bank notifies the Administrative Agent that (i) such Liquidity Bank it has reasonably determined that funding its Pro Rata Share of the 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 (iii) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower to select the Alternate Base Rate for any Liquidity Funding accruing Interest at such LIBO Rate. (b) If less than all of the Liquidity Banks give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank which gave such a notice shall be obliged, at the request of Borrower, Blue Ridge or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank or (ii) another funding entity nominated by Borrower or the Administrative Agent that is an Eligible Assignee willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity Bank; PROVIDED THAT (i) the notifying Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of all Obligations owing to it (whether due or accrued), and (ii) the replacement Liquidity Bank otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank notifies the Administrative its applicable Co-Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of its Conduit Group’s Percentage of the Liquidity Fundings at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authorityGovernmental Authority, whether or not having the force of law, or that (iii) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the Administrative such Co-Agent shall suspend the availability of such LIBO Rate and require Borrower to select the Alternate Base Rate for any Liquidity Funding of such Liquidity Bank accruing Interest at such LIBO Rate. (b) If less than all of the Liquidity Banks of any applicable Conduit Group give a notice to the Administrative such Conduit Group’s Co-Agent pursuant to Section 4.5(a), each Liquidity Bank which gave such a notice shall be obliged, at the request of Borrower, Blue Ridge the applicable Conduit or the Administrative applicable Co-Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank in its Conduit Group or (ii) another funding entity nominated by Borrower or the Administrative applicable Co-Agent that is an Eligible Assignee willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity Bank; PROVIDED THAT provided that (i) the notifying Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of all Obligations owing to it (whether due or accrued), and (ii) the replacement Liquidity Bank otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the 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 (iii) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower to select the Alternate Base Rate for any Liquidity Funding accruing Interest at such LIBO Rate. (b) If either (x) less than all of the Liquidity Banks give a notice to the Administrative Agent pursuant to Section 4.5(a)) or (y) any Liquidity Bank has demanded compensation under Section 10.2, each Liquidity Bank which gave such a notice or demanded such compensation shall be obliged, at the request of Borrower, Blue Ridge or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank or (ii) another funding entity nominated by Borrower (with the approval of the Agent) or the Administrative Agent that is an Eligible Assignee willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity Bank; PROVIDED THAT provided that (iA) the notifying or demanding Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of all Obligations owing to it (whether due or accrued), and (iiB) the replacement Liquidity Bank otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative its related Managing Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 (ii) deposits of a type and maturity appropriate to match fund its Liquidity Funding Purchaser Interests at such LIBO Rate are not available available, or (iii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding Purchaser Interest at such LIBO Rate, then such Managing Agent shall notify the Administrative 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 Borrower to select a new Tranche Period based on the Alternate Base Rate for any Liquidity Funding accruing Interest at such LIBO Rateshall commence. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent Managing Agents pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obligedobligated, at the request of Borrower, Blue Ridge Seller or such Financial Institution's Managing Agent (on behalf of the Administrative Agentrelated Conduit or Conduits), to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower or the Administrative Agent Seller that is an Eligible Assignee acceptable to the related Conduit or Conduits and willing to participate in this Agreement and the related Liquidity Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (ix) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution's Capital Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (iiy) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank notifies the Administrative its applicable Co-Agent that (i) such Liquidity Bank it has reasonably determined that funding its Pro Rata Share of its Group's Percentage of the 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 (iii) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the Administrative such Co-Agent shall suspend the availability of such LIBO Rate and require Borrower to select the Alternate Base Rate for any Liquidity Funding of such Liquidity Bank accruing Interest at such LIBO Rate. (b) If less than all of the Liquidity Banks of any applicable Group give a notice to the Administrative such Group's Co-Agent pursuant to Section 4.5(a), each Liquidity Bank which gave such a notice shall be obliged, at the request of Borrower, Blue Ridge the applicable Conduit or the Administrative applicable Co-Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank in its Group or (ii) another funding entity nominated by Borrower or the Administrative applicable Co-Agent that is an Eligible Assignee willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity Bank; PROVIDED THAT provided that (i) the notifying Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of all Obligations owing to it (whether due or accrued), and (ii) the replacement Liquidity Bank otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 (ii) by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits of a type and maturity appropriate to match fund its Liquidity Funding Purchaser Interests at such LIBO Rate are not available or (iii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rateavailable, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Prime Rate for any Liquidity Funding Purchaser Interest accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge Conduit or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable to Conduit and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution's Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Alternate Lender notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 (iii) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require the Borrower to select the Alternate Base Rate for any Liquidity Funding accruing Interest at such LIBO Rate. (b) If less than all of the Liquidity Banks Alternate Lenders give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Alternate Lender which gave such a notice shall be obliged, at the request of the Borrower, Blue Ridge the Conduit Lender or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Alternate Lender or (ii) another funding entity nominated by the Borrower or the Administrative Agent that is an Eligible Assignee acceptable to the Conduit Lender and the Borrower (such acceptance not to be unreasonably withheld, delayed or conditioned) and willing to participate in this Agreement through the Liquidity Scheduled Termination Date in the place of such notifying Liquidity BankAlternate Lender; PROVIDED THAT provided, that (i) the notifying Liquidity Bank Alternate Lender receives payment in full, pursuant to an Assignment Agreement, of all Obligations owing to it (whether due or accrued), and (ii) the replacement Liquidity Bank Alternate Lender otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Alternate Investor notifies the Administrative its related Managing Agent that (i) such Liquidity Bank it has determined in good faith that funding its Pro Rata Share the introduction of or any change in or in the Liquidity Fundings at a LIBO Rate would violate interpretation or application of any applicable law, rule, regulationlaw or regulation by any Government Authority (in each case after the date of this Agreement) makes it unlawful, or directive any central bank or other Government Authority asserts after the date of this Agreement that it is unlawful, for any governmental or regulatory authority, whether or not having Alternate Investor to maintain Investor Interests at the force of law, or that (ii) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are not available or (iii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then such Managing Agent shall notify the Administrative Deal Agent and shall suspend the availability of such LIBO Rate and require Borrower to select the Alternate Base Prime Rate for any Liquidity Funding Investor Interest accruing Interest Yield at such LIBO Rate, and the then current Tranche Period for such Investor Interest shall thereupon be terminated and a new Tranche Period based upon the Prime Rate shall commence. (b) If less than all of the Liquidity Banks Alternate Investors give a notice to the Administrative Agent Managing Agents pursuant to Section 4.5(a5.5(a), each Liquidity Bank Alternate Investor which gave such a notice shall be obligedobligated, at the request of Borrower, Blue Ridge Seller or such Alternate Investor's Managing Agent (on behalf of the Administrative Agentrelated Conduit Investor or Conduit Investors), to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Alternate Investor or (ii) another funding entity nominated by Borrower or the Administrative Agent Seller that is an Eligible Assignee acceptable to the related Conduit Investor or Conduit Investors and willing to participate in this Agreement and the related Liquidity Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankAlternate Investor; PROVIDED THAT provided that (i) the notifying Liquidity Bank Alternate Investor receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Alternate Investor's Capital Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the Alternate Investors and all accrued but unpaid fees and other costs and expenses payable in respect of its Capital Pro Rata Share of the Investor Interests of the Alternate Investors, and (ii) the replacement Liquidity Bank Alternate Investor otherwise satisfies the requirements of Section 12.1(b13.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank notifies the Administrative Agent that (i) such Liquidity Bank it has reasonably determined that funding its Pro Rata Share of the 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 (iii) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require the applicable Borrower to select the Alternate Base Rate for any Liquidity Funding accruing Interest at such LIBO Rate. (b) If less than all of the Liquidity Banks give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank which gave such a notice shall be obliged, at the request of the applicable Borrower, Blue Ridge or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank or (ii) another funding entity nominated by the applicable Borrower or the Administrative Agent that is an Eligible Assignee willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity Bank; PROVIDED THAT provided that (i) the notifying Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of all Obligations owing to it (whether due or accrued), and (ii) the replacement Liquidity Bank otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank notifies the Administrative Agent that (i) such Liquidity Bank it has reasonably determined that funding its Pro Rata Share of the 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 (iii) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower to select the Alternate Base Rate for any Liquidity Funding accruing Interest at such LIBO Rate. (b) If less than all of the Liquidity Banks give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank which gave such a notice shall be obliged, at the request of Borrower, Blue Ridge or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank or (ii) another funding entity nominated by Borrower or the Administrative Agent that is an Eligible Assignee willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity Bank; PROVIDED THAT provided that (i) the notifying Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of all Obligations owing to it (whether due or accrued), and (ii) the replacement Liquidity Bank otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate with respect to such Financial Institution and require Borrower Seller to select the Alternate Base Rate for any Liquidity Funding Purchaser Interest accruing Interest Yield at such LIBO RateRate with respect to such Financial Institution. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge Falcon or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable to Falcon and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution's Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative relevant Funding Agent and the Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings Purchaser Interests of the Financial Institutions 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 (iii) deposits of a type and maturity appropriate to match fund its Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative relevant Funding Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Prime Rate for any Liquidity Funding Purchaser Interest accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative therelevant Funding Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge a Conduitin the same Conduit Group or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution in the same Conduit Group or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable tosuch Conduit and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution's Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the Financial Institutions 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 Financial Institutionsin the same Conduit Group, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Rate for any Liquidity Funding Purchaser Interest accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of Borrowerthe Seller, Blue Ridge Conduit or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity financial institution nominated by Borrower the Seller or the Administrative Agent that is an Eligible Assignee acceptable to Conduit and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution's Pro Rata Share of the Capital and Discount owing to it (whether due or accrued)all of the Financial Institutions and all accruing but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower Seller to select the Alternate Base Rate for any Liquidity Funding Purchaser Interest accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obliged, at the request of BorrowerSeller, Blue Ridge Company or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable to Company and willing to participate in this Agreement and the related Liquidity Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution’s Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share ratable share of the 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 (iii) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower the Seller to select the Alternate Base Rate for any Liquidity Funding accruing Interest Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks give a notice to the Administrative Agent pursuant to Section SECTION 4.5(a), each Liquidity Bank which gave such a notice shall be obliged, at the request of Borrowerthe Seller, Blue Ridge or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank or (ii) another funding entity nominated by Borrower the Seller or the Administrative Agent that is an Eligible Assignee willing to participate in this the Liquidity Agreement through the Liquidity Termination Date in the place of such notifying Liquidity Bank; PROVIDED THAT (iA) the notifying Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, full of all Obligations Aggregate Unpaids owing to it (whether due or accrued), and (iiB) the replacement Liquidity Bank otherwise satisfies the requirements of Section 12.1(b)the Liquidity Agreement.

Suspension of the LIBO Rate. (a) If any Liquidity Bank notifies the Administrative its applicable Co-Agent that (i) such Liquidity Bank it has reasonably determined that funding its Pro Rata Share of its Group’s Percentage of the 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 (iii) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are not available or (iiiii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the Administrative such Co-Agent shall suspend the availability of such LIBO Rate and require Borrower to select the Alternate Base Rate for any Liquidity Funding of such Liquidity Bank accruing Interest at such LIBO Rate. (b) If less than all of the Liquidity Banks of any applicable Group give a notice to the Administrative such Group’s Co-Agent pursuant to Section 4.5(a), each Liquidity Bank which gave such a notice shall be obliged, at the request of Borrower, Blue Ridge the applicable Conduit or the Administrative applicable Co-Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank in its Group or (ii) another funding entity nominated by Borrower or the Administrative applicable Co-Agent that is an Eligible Assignee willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity Bank; PROVIDED THAT provided that (i) the notifying Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of all Obligations owing to it (whether due or accrued), and (ii) the replacement Liquidity Bank otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the 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 (ii) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are will not available or (iii) such LIBO Rate does not accurately adequately and fairly reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower to select the Alternate Base Rate for any Liquidity Funding accruing Interest at such LIBO Rate. (b) If less than all of the Liquidity Banks give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank which gave such a notice shall be obliged, at the request of Borrower, Blue Ridge or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank or (ii) another funding entity nominated by Borrower or the Administrative Agent that is an Eligible Assignee willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity Bank; PROVIDED THAT (i) provided that the notifying Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of all Obligations owing to it (whether due or accrued), and (ii) the replacement Liquidity Bank otherwise satisfies the requirements of Section 12.1(b).

Suspension of the LIBO Rate. (a) If any Liquidity Bank Financial Institution notifies the Administrative Agent that (i) such Liquidity Bank it has determined that funding its Pro Rata Share of the Liquidity Fundings 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 Liquidity Funding 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 Liquidity Funding Purchaser Interest at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require Borrower to and, select the Alternate Base Prime Rate for any Liquidity Funding Purchaser Interest accruing Interest 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. (ba) If less than all of the Liquidity Banks Financial Institutions give a notice to the Administrative Agent pursuant to Section 4.5(a), each Liquidity Bank Financial Institution which gave such a notice shall be obligedobligated, at the request of BorrowerSeller, Blue Ridge Conduit or the Administrative Agent, to assign all of such Liquidity Bank's its rights and obligations hereunder to (i) another Liquidity Bank Financial Institution or (ii) another funding entity nominated by Borrower Seller or the Administrative Agent that is an Eligible Assignee acceptable to Conduit and willing to participate in this Agreement and the related Liquidity Agreement through the Liquidity Termination Date in the place of such notifying Liquidity BankFinancial Institution; PROVIDED THAT provided that (i) the notifying Liquidity Bank Financial Institution receives payment in full, pursuant to an Assignment Agreement, of all Obligations an amount equal to such notifying Financial Institution's Pro Rata Share of the Capital and Yield owing to it (whether due or accrued)all of the 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 Financial Institutions, and (ii) the replacement Liquidity Bank Financial Institution otherwise satisfies the requirements of Section 12.1(b).