Common use of Deposits Unavailable Clause in Contracts

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority Program Support Providers shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market; (b) by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Series 2013-A Eurodollar Tranche; or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Series 2013-A Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Series 2013-A Eurodollar Tranche for such Eurodollar Interest Period, then, upon notice from such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent and HVF II, the obligations of such Conduit Investor, such Committed Note Purchaser and all of the related Program Support Providers to make or continue any Advance as, or to convert any Advances into, the Series 2013-A Eurodollar Tranche shall forthwith be suspended until such Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Investor Group shall immediately convert the portion of the Series 2013-A Eurodollar Tranche funded by each such Conduit Investor or Committed Note Purchaser into the Series 2013-A Base Rate Tranche at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (c) above, as the case may be.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority any Program Support Providers Provider shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market;; or (b) by reason of circumstances affecting all the related Reference Lenders' ’ relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Series 20132010-A 2 Eurodollar TrancheTranche of any Advance; or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Series 20132010-A 2 Eurodollar Tranche, Tranche of any Advance the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion Series 2010-2 Eurodollar Tranche of such Series 2013-A Eurodollar Tranche Advance for such Eurodollar Interest Period, then, upon notice from such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent and HVF IIHVF, the obligations of such Conduit Investor, such Committed Note Purchaser and all of the related relevant Program Support Providers to make or continue any Advance as, or to convert any Advances into, the Series 20132010-A 2 Eurodollar Tranche of such Advance shall forthwith be suspended until such Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Investor Group shall immediately convert the portion all Advances of the Series 2013-A Eurodollar Tranche funded by each any such Conduit Investor Program Support Provider or Committed Note Purchaser Purchaser, as applicable, into the Series 20132010-A 2 Base Rate Tranche of such Advance at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (c) above, as the case may be.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority any Program Support Providers Provider shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Accrual Period are not available to all the related Reference Lenders in the relevant market;; or (b) by reason of circumstances affecting all the related Reference Lenders' ’ relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Eurodollar Tranche of any Series 20132007-A Eurodollar Tranche2 Advance; or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF II the Co-Issuers that, with respect to any interest rate otherwise applicable hereunder to the Eurodollar Tranche of any Series 20132007-A Eurodollar Tranche, 2 Advance the Eurodollar Interest Accrual Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion Eurodollar Tranche of such Series 20132007-A Eurodollar Tranche 2 Advance for such Eurodollar Interest Accrual Period, then, upon notice from such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent and HVF IIthe Co-Issuers, the obligations of such Conduit Investor, such Committed Note Purchaser and all of the related relevant Program Support Providers to make or continue any Series 2007-2 Advance as, or to convert any Series 2007-2 Advances into, the Series 2013-A Eurodollar Tranche of such Series 2007-2 Advance shall forthwith be suspended until such Funding Agent shall notify HVF II the Co-Issuers that the circumstances causing such suspension no longer exist, and such Investor Group shall immediately convert the portion of the Series 2013-A Eurodollar Tranche funded by each such Conduit Investor or Committed Note Purchaser into the Series 2013-A Base Rate Tranche at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (c) above, as the case may be.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority any Program Support Providers Provider shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market;; or (b) by reason of circumstances affecting all the related Reference Lenders' ’ relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Series 20132011-A 1 Eurodollar TrancheTranche of any Advance; or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF II ZVF that, with respect to any interest rate otherwise applicable hereunder to the Series 20132011-A 1 Eurodollar Tranche, Tranche of any Advance the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion Series 2011-1 Eurodollar Tranche of such Series 2013-A Eurodollar Tranche Advance for such Eurodollar Interest Period, then, upon notice from such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent and HVF IIZVF, the obligations of such Conduit Investor, such Committed Note Purchaser and all of the related relevant Program Support Providers to make or continue any Advance as, or to convert any Advances into, the Series 20132011-A 1 Eurodollar Tranche of such Advance shall forthwith be suspended until such Funding Agent shall notify HVF II ZVF that the circumstances causing such suspension no longer exist, and such Investor Group shall immediately convert the portion all Advances of the Series 2013-A Eurodollar Tranche funded by each any such Conduit Investor Program Support Provider or Committed Note Purchaser Purchaser, as applicable, into the Series 20132011-A 1 Base Rate Tranche of such Advance at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (c) above, as the case may be.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority Program Support Providers Administrative Agent shall have reasonably determined that: : (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market; (b) by a)by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder to the Series 2013-A Eurodollar TrancheAdvances; or or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF II that, with b)with respect to any interest rate otherwise applicable hereunder to the Series 2013-A any Eurodollar Tranche, Advances the Eurodollar Interest Accrual Period for which has not then commenced, Investor Groups holding in the aggregate more than 50% of the Eurodollar Advances have determined that such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers them of making, funding, agreeing to make or fund or maintaining their respective portion of such Series 2013-A Eurodollar Tranche Advances for such Eurodollar Interest Accrual Period, then, upon notice from the Administrative Agent (which, in the case of clause (b) above, the Administrative Agent shall give upon obtaining actual knowledge that such Conduit Investorpercentage of the Investor Groups have so determined) to the Funding Agents, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent Manager and HVF IIthe Master Issuer, the obligations of such Conduit Investor, such Committed Note Purchaser and all the Investors to fund or maintain any Advance as a Eurodollar Advance after the end of the related Program Support Providers to make or continue any Advance asthen-current Eurodollar Interest Accrual Period, or to convert any Advances intoif any, the Series 2013-A Eurodollar Tranche with respect thereto shall forthwith be suspended and on the date such notice is given such Advances will convert to Base Rate Advances until such the Administrative Agent has notified the Funding Agent shall notify HVF II Agents and the Master Issuer that the circumstances causing such suspension no longer exist. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in the event that the Eurocurrency Funding Rate (or the publication thereof) is discontinued at any time, the Administrative Agent and the Master Issuer may, and shall negotiate in good faith to, amend this Agreement to provide for a reference rate to replace the Eurodollar Funding Rate; provided that until such Investor Group shall immediately convert amendment is effective, the portion Advances will bear interest at the Base Rate without giving effect to clause (a)(i)(C) of the Series 2013-A Eurodollar Tranche funded by each such Conduit Investor or Committed Note Purchaser into the Series 2013-A Base Rate Tranche at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (c) above, as the case may bedefinition thereof.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority Program Support Providers shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market; (b) by reason of circumstances affecting all the related Reference Lenders' ’ relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Series 2013▇▇▇▇-A Eurodollar Tranche▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Series 2013▇▇▇▇-A Eurodollar Tranche▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Series 2013▇▇▇▇-A Eurodollar Tranche ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for such Eurodollar Interest Period, then, upon notice from such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent and HVF II, the obligations of such Conduit Investor, such Committed Note Purchaser and all of the related Program Support Providers to make or continue any Advance as, or to convert any Advances into, the Series 2013▇▇▇▇-A Eurodollar Tranche ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall forthwith be suspended until such Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Investor Group shall immediately convert the portion of the Series 2013▇▇▇▇-A Eurodollar Tranche ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ funded by each such Conduit Investor or Committed Note Purchaser into the Series 2013-A Base Rate Tranche at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (c) above, as the case may be.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority Program Support Providers Administrative Agent shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market; (b) by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder to the Series 2013-A Eurodollar TrancheAdvances; or (cb) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Series 2013-A any Eurodollar Tranche, Advances the Eurodollar Interest Accrual Period for which has not then commenced, Investor Groups holding in the aggregate more than 50% of the Eurodollar Advances have determined that such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers them of making, funding, agreeing to make or fund or maintaining their respective portion of such Series 2013-A Eurodollar Tranche Advances for such Eurodollar Interest Accrual Period, then, upon notice from the Administrative Agent (which, in the case of clause (b) above, the Administrative Agent shall give upon obtaining actual knowledge that such Conduit Investorpercentage of the Investor Groups have so determined) to the Funding Agents, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent Manager and HVF IIthe Master Issuer, the obligations of such Conduit Investor, such Committed Note Purchaser and all the Investors to fund or maintain any Advance as a Eurodollar Advance after the end of the related Program Support Providers to make or continue any Advance asthen-current Eurodollar Interest Accrual Period, or to convert any Advances intoif any, the Series 2013-A Eurodollar Tranche with respect thereto shall forthwith be suspended and on the date such notice is given such Advances will convert to Base Rate Advances until such the Administrative Agent has notified the Funding Agent shall notify HVF II Agents and the Master Issuer that the circumstances causing such suspension no longer exist. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in the event that the Eurodollar Funding Rate (or the publication thereof) is discontinued at any time, the Administrative Agent and the Master Issuer may, and shall negotiate in good faith to, amend this Agreement to provide for a reference rate to replace the Eurodollar Funding Rate; provided that until such Investor Group shall immediately convert amendment is effective, the portion Advances will bear interest at the Base Rate without giving effect to clause (a)(i)(C) of the Series 2013-A Eurodollar Tranche funded by each such Conduit Investor or Committed Note Purchaser into the Series 2013-A Base Rate Tranche at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (c) above, as the case may bedefinition thereof.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority Program Support Providers shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market; (b) by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Series 20132009-A 1 Eurodollar Tranche; or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Series 20132009-A 1 Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Series 2013▇▇▇▇-A Eurodollar Tranche ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for such Eurodollar Interest Period, then, upon notice from such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent and HVF IIHVF, the obligations of such Conduit Investor, such Committed Note Purchaser and all of the related Program Support Providers to make or continue any Advance as, or to convert any Advances into, the Series 2013▇▇▇▇-A Eurodollar Tranche ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall forthwith be suspended until such Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Investor Group shall immediately convert the portion of the Series 20132009-A 1 Eurodollar Tranche funded by each such Conduit Investor or Committed Note Purchaser into the Series 20132009-A 1 Base Rate Tranche at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (c) above, as the case may be.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority Program Support Providers shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market; (b) by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Series 2013-A B Eurodollar Tranche; or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Series 2013-A B Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Series 2013-A B Eurodollar Tranche for such Eurodollar Interest Period, then, upon notice from such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent and HVF II, the obligations of such Conduit Investor, such Committed Note Purchaser and all of the related Program Support Providers to make or continue any Advance as, or to convert any Advances into, the Series 2013-A B Eurodollar Tranche shall forthwith be suspended until such Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Investor Group shall immediately convert the portion of the Series 2013-A B Eurodollar Tranche funded by each such Conduit Investor or Committed Note Purchaser into the Series 2013-A B Base Rate Tranche at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (c) above, as the case may be.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority Program Support Providers shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Tranche Period or Daily/30 day LIBOR Rate Tranche Period are not available to all the related Reference Lenders in the relevant market; (b) by reason of circumstances affecting all the related Reference Lenders' ’ relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to Advances made, continued or maintained at the Series 2013-A Eurodollar TrancheRate or Daily/30 Day LIBOR Rate; or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have has notified the related Funding Managing Agent and HVF II RCFC that, with respect to any interest rate otherwise applicable hereunder to an Advance under the Series 20132010-A 3 Eurodollar Tranche or Series 2010-3 Daily/30 Day Tranche, the Eurodollar Interest Tranche Period or Daily/30 Day LIBOR Rate Tranche Period, as applicable, for which has not then commenced, such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Series 2013-A Eurodollar Tranche Advance for such Eurodollar Interest Tranche Period or Daily/30 Day LIBOR Rate Tranche Period, as applicable, then, upon notice from such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Managing Agent and HVF IIRCFC, the obligations of such Conduit Investor, such Committed Note Purchaser and all of the related Program Support Providers to make or continue any Advance as, or to convert any Advances into, part of the Series 20132010-A 3 Eurodollar Tranche or Series 2010-3 Daily/30 Day Tranche shall forthwith be suspended until such Funding Managing Agent shall notify HVF II RCFC that the circumstances causing such suspension no longer exist, and such Investor Ownership Group shall immediately convert the portion all such Advances of the Series 2013-A Eurodollar Tranche funded by each any such Conduit Investor or Committed Note Purchaser into the a Series 20132010-A 3 Base Rate Tranche at the end of the then current Eurodollar Interest Periods Tranche Period or Daily/30 Day LIBOR Rate Tranche Period, as applicable, with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (cb) above, as the case may be.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority any Program Support Providers Provider shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market;; or (b) by reason of circumstances affecting all the related Reference Lenders' ’ relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Series 2013-Class A Eurodollar TrancheTranche of any Advance; or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF II ZVF that, with respect to any interest rate otherwise applicable hereunder to the Series 2013-Class A Eurodollar Tranche, Tranche of any Advance the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Series 2013-Class A Eurodollar Tranche of such Advance for such Eurodollar Interest Period, then, upon notice from such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent and HVF IIZVF, the obligations of such Conduit Investor, such Committed Note Purchaser and all of the related relevant Program Support Providers to make or continue any Advance as, or to convert any Advances into, the Series 2013-Class A Eurodollar Tranche of such Advance shall forthwith be suspended until such Funding Agent shall notify HVF II ZVF that the circumstances causing such suspension no longer exist, and such Investor Group shall immediately convert the portion all Advances of the Series 2013-A Eurodollar Tranche funded by each any such Conduit Investor Program Support Provider or Committed Note Purchaser Purchaser, as applicable, into the Series 2013-Class A Base Rate Tranche of such Advance at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (c) above, as the case may be.

Deposits Unavailable. If a Conduit Investorprior to the date on which all or any portion of the principal amount of any Loan is to be made, continued as, or be converted into, a Committed Note Purchaser Fixed Rate Loan, any Bank (the "AFFECTED BANK") or the related Majority Program Support Providers Agent shall have reasonably determined determine for any reason whatsoever (which determination shall, in the absence of manifest error, be conclusive and binding on the Borrower) that: (a) Dollar deposits certificates of deposit or Dollar deposits, as the case may be, in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders Affected Bank in the its relevant market;; or (b) by reason of circumstances affecting all the related Reference Lenders' Agent in its relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to Fixed Rate Loans of such type; the Series 2013-A Eurodollar Tranche; orAgent (after receipt of notice from the Affected Bank, in the case of clause (a) above) shall promptly give telephonic notice of such determination confirmed in writing to each Bank and the Borrower, and: (c) such Conduit Investorthe obligation under Section 4.1 of the Affected Bank (in the case of clause (a) above) or all Banks (in the case of clause (b) above) to make, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF II that, with respect to continue any interest rate otherwise applicable hereunder to the Series 2013-A Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Series 2013-A Eurodollar Tranche for such Eurodollar Interest Period, then, upon notice from such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent and HVF II, the obligations principal amount of such Conduit Investor, such Committed Note Purchaser and all of the related Program Support Providers to make or continue any Advance a Loan as, or to convert any Advances a Loan into, the Series 2013-A Eurodollar Tranche shall one or more Fixed Rate Loans of such type shall, upon such notification, forthwith be suspended until such Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Investor Group shall immediately convert terminate; and (d) the portion of all Loans then maintained as Fixed Rate Loans of such type by the Series 2013-A Eurodollar Tranche funded by each such Conduit Investor or Committed Note Purchaser into Affected Bank (in the Series 2013-A Base Rate Tranche at the end case of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (a), ) above) or all Banks (in the case of clause (b) above) shall on the expiration of the Interest Period applicable thereto automatically convert into a Base Rate Loan. If circumstances subsequently change so that the Agent or (c) abovethe Affected Bank, as the case may be, shall no longer be so affected, the Agent shall promptly give telephonic notice thereof confirmed in writing to the Borrower and each of the Banks, and the obligations of the Affected Bank or all Banks, as the case may be, under Section 4.1 to make or continue Loans as, or convert Loans into, LIBO Rate Loans shall be reinstated, and the Agent shall, by notice to the Borrower and each Bank, declare that such obligations have been so reinstated.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority Program Support Providers Administrative Agent shall have reasonably determined that: that (a) Dollar deposits in the relevant amount and currency and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders Administrative Agent in the its relevant market; , or (b) by reason of circumstances affecting all the related Reference Lenders' Administrative Agent's relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Series 2013-A Eurodollar Tranche; or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF II that, with respect to LIBO Rate Loans in any interest rate otherwise applicable hereunder to the Series 2013-A Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Series 2013-A Eurodollar Tranche for such Eurodollar Interest Periodcurrency, then, upon notice from such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers Administrative Agent to such Funding Agent the Borrowers and HVF IIthe Lenders, the obligations of such Conduit Investor, such Committed Note Purchaser all Lenders under Section 2.3 and all of the related Program Support Providers Section 2.4 to make or continue any Advance Loans in such currency as, or to convert any Advances Loans in such currency into, the Series 2013-A Eurodollar Tranche LIBO Rate Loans in such currency shall forthwith be suspended and, in the case of Loans in Dollars, such Loans shall accrue interest at the Base Rate plus the Applicable Margin in respect of such Loans and, in the case of Foreign Currency Loans, such Loans shall accrue interest at each applicable Lender's cost of funds in such currency, as reasonably determined and as notified by such Lender to the Administrative Agent and the Borrowers, plus the Applicable Margin in respect of such Foreign Currency Loans, in each case from the end of the then current Interest Period applicable thereto, until such Funding the Administrative Agent shall notify HVF II the Borrowers and the Lenders that the circumstances causing such suspension no longer exist, and subsequent LIBO Rate Loans in such Investor Group currency shall immediately convert be made at an interest rate equal to, in the portion case of Loans in Dollars, the Series 2013-A Eurodollar Tranche funded by each such Conduit Investor or Committed Note Purchaser into the Series 2013-A Base Rate Tranche at plus the end Applicable Margin in respect of such Loans and, in the then current Eurodollar Interest Periods with respect thereto or soonercase of Foreign Currency Loans, if required for the reasons set forth each applicable Lender's cost of funds in clause (a), (b) or (c) abovesuch currency, as reasonably determined and as notified by such Lender to the case may beAdministrative Agent and the Borrowers, plus the Applicable Margin in respect of such Foreign Currency Loans.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority Program Support Providers shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Tranche Period are not available to all the related Reference Lenders in the relevant market; (b) by reason of circumstances affecting all the related Reference Lenders' ’ relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to Advances made, continued or maintained at the Series 2013-A Eurodollar TrancheRate; or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have has notified the related Funding Managing Agent and HVF II RCFC that, with respect to any interest rate otherwise applicable hereunder to an Advance under the Series 20132010-A 3 Eurodollar Tranche, the Eurodollar Interest Tranche Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Series 2013-A Eurodollar Tranche Advance for such Eurodollar Interest Tranche Period, then, upon notice from such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Managing Agent and HVF IIRCFC, the obligations of such Conduit Investor, such Committed Note Purchaser and all of the related Program Support Providers to make or continue any Advance as, or to convert any Advances into, part of the Series 20132010-A 3 Eurodollar Tranche shall forthwith be suspended until such Funding Managing Agent shall notify HVF II RCFC that the circumstances causing such suspension no longer exist, and such Investor Ownership Group shall immediately convert the portion all such Advances of the Series 2013-A Eurodollar Tranche funded by each any such Conduit Investor or Committed Note Purchaser into the a Series 20132010-A 3 Base Rate Tranche at the end of the then current Eurodollar Interest Periods Tranche Period with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (cb) above, as the case may be.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority any Program Support Providers Provider shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market;; or (b) by reason of circumstances affecting all the related Reference Lenders' ’ relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Series 20132010-A 1 Eurodollar TrancheTranche of any Advance; or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF II ZVF that, with respect to any interest rate otherwise applicable hereunder to the Series 20132010-A 1 Eurodollar Tranche, Tranche of any Advance the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion Series 2010-1 Eurodollar Tranche of such Series 2013-A Eurodollar Tranche Advance for such Eurodollar Interest Period, then, upon notice from such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent and HVF IIZVF, the obligations of such Conduit Investor, such Committed Note Purchaser and all of the related relevant Program Support Providers to make or continue any Advance as, or to convert any Advances into, the Series 20132010-A 1 Eurodollar Tranche of such Advance shall forthwith be suspended until such Funding Agent shall notify HVF II ZVF that the circumstances causing such suspension no longer exist, and such Investor Group shall immediately convert the portion all Advances of the Series 2013-A Eurodollar Tranche funded by each any such Conduit Investor Program Support Provider or Committed Note Purchaser Purchaser, as applicable, into the Series 20132010-A 1 Base Rate Tranche of such Advance at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (c) above, as the case may be.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority Program Support Providers Administrative Agent shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market; (b) by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder to the Series 2013-A Eurodollar TrancheAdvances; or (cb) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Series 2013-A any Eurodollar Tranche, Advances the Eurodollar Interest Accrual Period for which has not then commenced, Investor Groups holding in the aggregate more than 50% of the Eurodollar Advances have determined that such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers them of making, funding, agreeing to make or fund or maintaining their respective portion of such Series 2013-A Eurodollar Tranche Advances for such Eurodollar Interest Accrual Period, then, upon notice from the Administrative Agent (which, in the case of clause (b) above, the Administrative Agent shall give upon obtaining actual knowledge that such Conduit Investorpercentage of the Investor Groups have so determined) to the Funding Agents, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent Manager and HVF IIthe Master Issuer, the obligations of such Conduit Investor, such Committed Note Purchaser and all the Investors to fund or maintain any Advance as a Eurodollar Advance after the end of the related Program Support Providers to make or continue any Advance asthen-current Eurodollar Interest Accrual Period, or to convert any Advances intoif any, the Series 2013-A Eurodollar Tranche with respect thereto shall forthwith be suspended and on the date such notice is given such Advances will convert to Base Rate Advances until such the Administrative Agent has notified the Funding Agent shall notify HVF II Agents and the Master Issuer that the circumstances causing such suspension no longer exist. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in the event that the Eurocurrency Funding Rate (or the publication thereof) is discontinued at any time, the Administrative Agent and the Master Issuer may, and shall negotiate in good faith to, amend this Agreement to provide for a reference rate to replace the Eurodollar Funding Rate; provided that until such Investor Group shall immediately convert amendment is effective, the portion Advances will bear interest at the Base Rate without giving effect to clause (a)(i)(C) of the Series 2013-A Eurodollar Tranche funded by each such Conduit Investor or Committed Note Purchaser into the Series 2013-A Base Rate Tranche at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (c) above, as the case may bedefinition thereof.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority Program Support Providers shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market; (b) by reason of circumstances affecting all the related Reference Lenders' ’ relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Series 2013▇▇▇▇-A Eurodollar Tranche▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Series 2013▇▇▇▇-A Eurodollar Tranche▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Series 2013▇▇▇▇-A Eurodollar Tranche ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for such Eurodollar Interest Period, then, upon notice from such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent and HVF II, the obligations of such Conduit Investor, such Committed Note Purchaser and all of the related Program Support Providers to make or continue any Advance as, or to convert any Advances into, the Series 2013▇▇▇▇-A Eurodollar Tranche ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall forthwith be suspended until such Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Investor Group shall immediately convert the portion of the Series 2013▇▇▇▇-A Eurodollar Tranche ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ funded by each such Conduit Investor or Committed Note Purchaser into the Series 20132014-A Base Rate Tranche at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (c) above, as the case may be.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority Program Support Providers Administrative Agent shall have reasonably determined that: (a) (i) Dollar deposits are not being offered to banks in the relevant London interbank market for the applicable amount and for the relevant Eurodollar Interest Period are not available to all of the related Reference Lenders in the relevant market;LIBOR Tranche of any Series A Advance; or (b) by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the LIBOR Tranche of any Series 2013-A Eurodollar TrancheAdvance; or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Administrative Agent and HVF II determines that, with respect to any interest rate otherwise applicable hereunder to the LIBOR Tranche of any Series 2013-A Eurodollar Tranche, Advance the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers the applicable Purchasers of making, funding, agreeing to make or fund or maintaining their respective portion LIBOR Tranche of such Series 2013-A Eurodollar Tranche Advance for such Eurodollar Interest Period, thenthe Administrative Agent will promptly so notify the Issuer, upon notice from such Conduit Investorthe Servicer and each Purchaser, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent and HVF IIthereafter, the obligations of such Conduit Investor, such Committed Note Purchaser and all of the related Program Support Providers Purchasers to make or continue any Series A Advance as, or to convert any Advances into, as the LIBOR Tranche of such Series 2013-A Eurodollar Tranche Advance shall forthwith be suspended suspended, and in the event of a determination described above with respect to the LIBOR component of the Base Rate, the utilization of the LIBOR component in determining the Base Rate shall forthwith be suspended, in each case, until such Funding the Administrative Agent shall notify HVF II the Issuer and the Servicer that the circumstances causing such suspension no longer exist, and such Investor Group shall immediately convert the portion of the Series 2013-A Eurodollar Tranche funded by each such Conduit Investor or Committed Note Purchaser into the Series 2013-A Base Rate Tranche at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (c) above, as the case may be.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority Program Support Providers shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Tranche Period are not available to all the related Reference Lenders in the relevant market; (b) by reason of circumstances affecting all the related Reference Lenders' ’ relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to Advances made, continued or maintained at the Series 2013-A Eurodollar TrancheRate; or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have has notified the related Funding Managing Agent and HVF II RCFC that, with respect to any interest rate otherwise applicable hereunder to an Advance under the Series 20132010-A 1 Eurodollar Tranche, the Eurodollar Interest Tranche Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion of such Series 2013-A Eurodollar Tranche Advance for such Eurodollar Interest Tranche Period, then, upon notice from such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Managing Agent and HVF IIRCFC, the obligations of such Conduit Investor, such Committed Note Purchaser and all of the related Program Support Providers to make or continue any Advance as, or to convert any Advances into, part of the Series 20132010-A 1 Eurodollar Tranche shall forthwith be suspended until such Funding Managing Agent shall notify HVF II RCFC that the circumstances causing such suspension no longer exist, and such Investor Ownership Group shall immediately convert the portion all such Advances of the Series 2013-A Eurodollar Tranche funded by each any such Conduit Investor or Committed Note Purchaser into the a Series 20132010-A 1 Base Rate Tranche at the end of the then current Eurodollar Interest Periods Tranche Period with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (cb) above, as the case may be.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority Program Support Providers Administrative Agent shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market; (b) by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder for ascertaining Term SOFR or (y) Term SOFR cannot be determined pursuant to the Series 2013-A Eurodollar Tranchedefinition thereof; or (cb) such Conduit Investor, such Committed Note Purchaser the Required Investor Groups determine that for any reason in connection with any request for a SOFR Advance or the related Majority Program Support Providers have notified the related Funding Agent and HVF II that, a conversion thereto or a continuation thereof that Term SOFR for any requested Interest Accrual Period with respect to any interest rate otherwise applicable hereunder to the Series 2013-A Eurodollar Tranche, the Eurodollar Interest Period for which has not then commenced, such interest rate will a proposed SOFR Advance does not adequately and fairly reflect the cost to such Conduit InvestorInvestor Groups of funding such SOFR Advance, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion and the Required Investor Groups have provided notice of such Series 2013-A Eurodollar Tranche for such Eurodollar Interest Perioddetermination to Administrative Agent, then, upon notice from the Administrative Agent (which, in the case of clause (b) above, the Administrative Agent shall give upon obtaining actual knowledge that such Conduit Investorpercentage of the Investor Groups have so determined) to the Funding Agents, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent Manager and HVF IIthe Co-Issuers, (i) the obligations of such Conduit Investor, such Committed Note Purchaser and all the Investors to fund or maintain any Advance as a SOFR Advance after the end of the related Program Support Providers to make or continue any Advance asthen-current Interest Accrual Period, or to convert any Advances intoif any, the Series 2013-A Eurodollar Tranche with respect thereto shall forthwith be suspended and on the date such notice is given such Advances will convert to Base Rate Advances until such the Administrative Agent has notified the Funding Agent shall notify HVF II Agents, the Manager and the Co-Issuers that the circumstances causing such suspension no longer existexist and (ii) if the circumstances giving rise to such notice affect the calculation of Base Rate, and the Administrative Agent shall during the period of such Investor Group shall immediately convert the portion of the Series 2013-A Eurodollar Tranche funded by each such Conduit Investor or Committed Note Purchaser into the Series 2013-A suspension compute Base Rate Tranche at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in without reference to clause (a), (b) or (c) aboveof the definition of “Base Rate”, as in each case, until the case may beAdministrative Agent revokes such notice.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority any Program Support Providers Provider shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market;; or (b) by reason of circumstances affecting all the related Reference Lenders' ’ relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to the Series 20132008-A 1 Eurodollar TrancheTranche of any Advance; or (c) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to the Series 20132008-A 1 Eurodollar Tranche, Tranche of any Advance the Eurodollar Interest Period for which has not then commenced, such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers of making, funding, agreeing to make or fund or maintaining their respective portion Series 2008-1 Eurodollar Tranche of such Series 2013-A Eurodollar Tranche Advance for such Eurodollar Interest Period, then, upon notice from such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent and HVF IIHVF, the obligations of such Conduit Investor, such Committed Note Purchaser and all of the related relevant Program Support Providers to make or continue any Advance as, or to convert any Advances into, the Series 20132008-A 1 Eurodollar Tranche of such Advance shall forthwith be suspended until such Funding Agent shall notify HVF II that the circumstances causing such suspension no longer exist, and such Investor Group shall immediately convert the portion of the Series 2013-A Eurodollar Tranche funded by each such Conduit Investor or Committed Note Purchaser into the Series 2013-A Base Rate Tranche at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (c) above, as the case may be.

Deposits Unavailable. If a Conduit Investor, a Committed Note Purchaser or the related Majority Program Support Providers Administrative Agent shall have reasonably determined that: (a) Dollar deposits in the relevant amount and for the relevant Eurodollar Interest Period are not available to all the related Reference Lenders in the relevant market; (b) by reason of circumstances affecting all the related Reference Lenders' relevant market, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder to the Series 2013-A Eurodollar TrancheTerm SOFR Advances; or (cb) such Conduit Investor, such Committed Note Purchaser or the related Majority Program Support Providers have notified the related Funding Agent and HVF II that, with respect to any interest rate otherwise applicable hereunder to any Term SOFR Advances the Series 2013-A Eurodollar Tranche, the Eurodollar Term SOFR Interest Accrual Period for which has not then commenced, Investor Groups holding in the aggregate more than 50% of the Term SOFR Advances have determined that such interest rate will not adequately reflect the cost to such Conduit Investor, such Committed Note Purchaser or such Majority Program Support Providers them of making, funding, agreeing to make or fund or maintaining their respective portion of such Series 2013-A Eurodollar Tranche Term SOFR Advances for such Eurodollar Term SOFR Interest Accrual Period, then, upon notice from the Administrative Agent (which, in the case of clause (b) above, the Administrative Agent shall give upon obtaining actual knowledge that such Conduit Investorpercentage of the Investor Groups have so determined) to the Funding Agents, such Committed Note Purchaser or the related Majority Program Support Providers to such Funding Agent Manager and HVF IIthe Master Issuer, the obligations of such Conduit Investor, such Committed Note Purchaser and all the Investors to fund or maintain any Advance as a Term SOFR Advance after the end of the related Program Support Providers to make or continue any Advance asthen-current Term SOFR Interest Accrual Period, or to convert any Advances intoif any, the Series 2013-A Eurodollar Tranche with respect thereto shall forthwith be suspended and on the date such notice is given such Advances will convert to Base Rate Advances until such the Administrative Agent has notified the Funding Agent shall notify HVF II Agents and the Master Issuer that the circumstances causing such suspension no longer exist. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in the event that Term SOFR (or the publication thereof) is discontinued at any time, the Administrative Agent and the Master Issuer may, and shall negotiate in good faith to, amend this Agreement to provide for a reference rate to replace Term SOFR (taking into account any then-prevailing market conventions for such Investor Group shall immediately convert a replacement rate); provided that until such amendment is effective, the portion Advances will bear interest at the Base Rate without giving effect to clause (a)(B) of the Series 2013-A Eurodollar Tranche funded by each such Conduit Investor or Committed Note Purchaser into the Series 2013-A Base Rate Tranche at the end of the then current Eurodollar Interest Periods with respect thereto or sooner, if required for the reasons set forth in clause (a), (b) or (c) above, as the case may bedefinition thereof.