Common use of Offshore Rate Protection; Illegality Clause in Contracts

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

Offshore Rate Protection; Illegality. (i) If the Managing Agents are Agent is unable to obtain on a timely basis the information necessary to determine the Offshore Rate for any proposed Rate Period, then (A) the Managing Agents Agent shall forthwith notify the related Lender or Bank Investors, as applicable, Investors and the Borrower SPV that the Offshore Rate cannot be determined for such Rate Period, and (B) while such circumstances exist, none of the LendersInvestors, the Bank Investors or Class Agents and the related Managing Agent shall not allocate any Tranches with respect to Loans made during such period Portion of Investment or reallocate any Tranches allocated to any then existing Rate Period ending during such period, Portion of Investment to a Rate Period with respect to which Discount Yield is calculated by reference to the Offshore Rate. Discount related to any such Tranches shall be calculated according to the Base Rate while such circumstances exist. (ii) If, with respect to any outstanding Rate Period, any Class Agent notifies the Lenders or Agent that any of the Bank Investors on behalf that comprise any of which the Managing Agents hold any Tranche notifies the related Managing Agent that it its Class is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Tranche Portion of Investment or that the Offshore Rate applicable to such Tranche Portion of Investment will not adequately reflect the cost to the Person of funding or maintaining such Tranche Portion of Investment for such Rate Period, then (A) such Managing the Agent shall forthwith so notify the Borrower, the Lenders SPV and the Bank Investors and (B) upon such notice and thereafter while such circumstances exist none of the Managing AgentsAgent, the Lenders or Class Agents and the Bank Investors, as applicable, Investors shall not allocate any other Tranche with respect to Investments made during such period Portion of Investment or reallocate any Tranche allocated to any Rate Period ending during such periodPortion of Investment, to a Rate Period with respect to which Discount Yield is calculated by reference to the Offshore Rate. Discount related Rate and all Portions of Investment that have been allocated to any such Tranches a Rate Period to which the Offshore Rate applies shall be calculated according automatically allocated to a new Rate Period to which the Base Rate while applies and the Rate Period to which such circumstances existOffshore Rate applied terminated on such day. (iii) Notwithstanding any other provision of this Loan Agreement, if the Lenders any Conduit Investor or any of the Bank InvestorsAlternate Investor, as applicable, shall notify the Managing Agents Agent that such Person has determined (or has been notified by any Program Support Provider) that the introduction of or any change in or in the interpretation of any Law makes it unlawful (either for such LenderConduit Investor, such Bank Alternate Investor, or such Program Support Provider, as applicable), or any central bank or other Governmental Authority Official Body asserts that it is unlawful, for such LenderConduit Investor, such Bank Alternate Investor or such Program Support Provider, as applicable, to fund the purchases or maintain maintenance of any Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate, then (A) as of the effective date of such notice from such Person to the Agent, the obligation or ability of such Lender Conduit Investor or such Bank Alternate Investor, as applicable, to fund the making or maintenance of any Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate shall be suspended until such Person notifies the related Managing Agent that the circumstances causing such suspension no longer exist and (B) each Tranche Portion of Investment made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Tranche accruing Discount Yield calculated by reference to the Offshore Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue Discount calculated by reference to the Base Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Tranche accruing Discount calculated by reference to the Offshore Rate until the end of the applicable Rate Period, such Person’s share of such Tranche allocated to such Rate Period shall be deemed to accrue Discount Yield at the Base Rate from the effective date of such notice until the end of such Rate Period.. [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] Sections 2.12 through 2.15 of the Agreement shall be read in their entirety as follows:

Offshore Rate Protection; Illegality. (i) If the any Managing Agents are Agent is unable to obtain on a timely basis the information necessary to determine the Offshore Rate for any proposed Rate Period, then: (A) the such Managing Agents Agent shall forthwith notify the related Lender its Conduit Investor or Bank Committed Investors, as applicable, and the Borrower SPV that the Offshore Rate cannot be determined for such Rate Period, and (B) while such circumstances exist, none of the Lenderssuch Conduit Investor, the Bank such Committed Investors or the related such Managing Agent shall allocate any Tranches Portion of Investment with respect to Loans Investments made during such period or reallocate any Tranches Portion of Investment allocated to any then existing Rate Period ending during such period, to a Rate Period with respect to which Discount Yield is calculated by reference to the Offshore Rate. Discount related to any such Tranches shall be calculated according to the Base Rate while such circumstances exist. (iii) If, with respect to any outstanding Rate Period, the Lenders a Conduit Investor or any of the Bank Investors Committed Investor on behalf of which the a Managing Agents hold Agent holds any Tranche Portion of Investment notifies the related such Managing Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Tranche Portion of Investment or that the Offshore Rate applicable to such Tranche Portion of Investment will not adequately reflect the cost to the Person of funding or maintaining such Tranche Portion of Investment for such Rate Period, then (A) such Managing Agent shall forthwith so notify the Borrower, the Lenders and the Bank Investors SPV and (B) upon such notice and thereafter while such circumstances exist none of the such Managing AgentsAgent, the Lenders such Conduit Investor or the Bank Investorssuch Committed Investor, as applicable, shall allocate any other Tranche Portion of Investment with respect to Investments made during such period or reallocate any Tranche Portion of Investment allocated to any Rate Period ending during such period, to a Rate Period with respect to which Discount Yield is calculated by reference to the Offshore Rate. Discount related to any such Tranches shall be calculated according to the Base Rate while such circumstances exist. (iiiii) Notwithstanding any other provision of this Loan Agreement, if the Lenders a Conduit Investor or any of the Bank Committed Investors, as applicable, shall notify the their respective Managing Agents Agent that such Person has determined (or has been notified by any Program Support Provider) that the introduction after the Closing Date of or any change in or in the interpretation of any Law makes it unlawful (either for such LenderConduit Investor, such Bank Investor, Committed Investor or such Program Support Provider, as applicable), or any central bank or other Governmental Authority Official Body asserts that it is unlawful, unlawful for such LenderConduit Investor, such Bank Committed Investor or such Program Support Provider, as applicable, to fund the purchases or maintain maintenance of any Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate, then (A) as of the effective date of such notice from such Person to the its Managing Agent, the obligation or ability of such Lender Conduit Investor or such Bank Committed Investor, as applicable, to fund the making or maintenance of any Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate shall be suspended until such Person notifies the related its Managing Agent that the circumstances causing such suspension no longer exist and (B) each Tranche Portion of Investment made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue Discount Yield calculated by reference to the Base Rate (determined without regard to clause (c) of the definition thereof) or (2) if such Person shall determine that it may not lawfully continue to maintain such Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate until the end of the applicable Rate Period, such Person’s share of such Tranche Portion of Investment allocated to such Rate Period shall be deemed to accrue Discount Yield at the Base Rate from the effective date of such notice until the end of such Rate Period.

Offshore Rate Protection; Illegality. (i) If the Managing Agents are Agent is unable to obtain on a timely basis the information necessary to determine the Offshore Rate for any proposed Rate Period, then (A) the Managing Agents Agent shall forthwith notify the related Lender or Bank Investors, as applicable, Investors and the Borrower SPV that the Offshore Rate cannot be determined for such Rate Period, and (B) while such circumstances exist, none of the LendersInvestors, the Bank Investors or Class Agents and the related Managing Agent shall not allocate any Tranches with respect to Loans made during such period Portion of Investment or reallocate any Tranches allocated to any then existing Rate Period ending during such period, Portion of Investment to a Rate Period with respect to which Discount Yield is calculated by reference to the Offshore Rate. Discount related to any such Tranches shall be calculated according to the Base Rate while such circumstances exist. (ii) If, with respect to any outstanding Rate Period, any Class Agent notifies the Lenders or Agent that any of the Bank Investors on behalf that comprise any of which the Managing Agents hold any Tranche notifies the related Managing Agent that it its Class is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Tranche Portion of Investment or that the Offshore Rate applicable to such Tranche Portion of Investment will not adequately reflect the cost to the Person of funding or maintaining such Tranche Portion of Investment for such Rate Period, then (A) such Managing the Agent shall forthwith so notify the Borrower, the Lenders SPV and the Bank Investors and (B) upon such notice and thereafter while such circumstances exist none of the Managing AgentsAgent, the Lenders or Class Agents and the Bank Investors, as applicable, Investors shall not allocate any other Tranche with respect to Investments made during such period Portion of Investment or reallocate any Tranche allocated to any Rate Period ending during such periodPortion of Investment, to a Rate Period with respect to which Discount Yield is calculated by reference to the Offshore Rate. Discount related Rate and all Portions of Investment that have been allocated to any such Tranches a Rate Period to which the Offshore Rate applies shall be calculated according automatically allocated to a new Rate Period to which the Base Rate while applies and the Rate Period to which such circumstances existOffshore Rate applied terminated on such day. (iii) Notwithstanding any other provision of this Loan Agreement, if the Lenders any Conduit Investor or any of the Bank InvestorsAlternate Investor, as applicable, shall notify the Managing Agents Agent that such Person has determined (or has been notified by any Program Support Provider) that the introduction of or any change in or in the interpretation of any Law makes it unlawful (either for such LenderConduit Investor, such Bank Alternate Investor, or such Program Support Provider, as applicable), or any central bank or other Governmental Authority Official Body asserts that it is unlawful, for such LenderConduit Investor, such Bank Alternate Investor or such Program Support Provider, as applicable, to fund the purchases or maintain maintenance of any Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate, then (A) as of the effective date of such notice from such Person to the Agent, the obligation or ability of such Lender Conduit Investor or such Bank Alternate Investor, as applicable, to fund the making or maintenance of any Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate shall be suspended until such Person notifies the related Managing Agent that the circumstances causing such suspension no longer exist and (B) each Tranche Portion of Investment made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Tranche accruing Discount Yield calculated by reference to the Offshore Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue Discount calculated by reference to the Base Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Tranche accruing Discount calculated by reference to the Offshore Rate until the end of the applicable Rate Period, such Person’s share of such Tranche allocated to such Rate Period shall be deemed to accrue Discount Yield at the Base Rate from the effective date of such notice until the end of such Rate Period.. Sections 2.12 through 2.15 of the Agreement shall be read in their entirety as follows:

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

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

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

Offshore Rate Protection; Illegality. (i) If the Managing Agents are Agent is unable to obtain on a timely basis the information necessary to determine the Offshore Rate for any proposed Rate Period, then (A) the Managing Agents Agent shall forthwith notify the related Lender Conduit Investor or Bank Alternate Investors, as applicable, and the Borrower SPV that the Offshore Rate cannot be determined for such Rate Period, and (B) while such circumstances exist, none of the LendersConduit Investor, the Bank Alternate Investors or the related Managing Agent shall allocate any Tranches Portion of Investment with respect to Loans Investments made during such period or reallocate any Tranches Portion of Investment allocated to any then existing Rate Period ending during such period, to a Rate Period with respect to which Discount Yield is calculated by reference to the Offshore Rate. Discount related to any such Tranches shall be calculated according to the Base Rate while such circumstances exist. (ii) If, with respect to any outstanding Rate Period, the Lenders Conduit Investor or any of the Bank Alternate Investors on behalf of which the Managing Agents hold Agent holds any Tranche Portion of Investment notifies the related Managing Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Tranche Portion of Investment or that the Offshore Rate applicable to such Tranche Portion of Investment will not adequately reflect the cost to the Person of funding or maintaining such Tranche Portion of Investment for such Rate Period, then (A) such Managing the Agent shall forthwith so notify the Borrower, the Lenders SPV and the Bank Investors and (B) upon such notice and thereafter while such circumstances exist none of the Managing AgentsAgent, the Lenders Conduit Investor or the Bank Alternate Investors, as applicable, shall allocate any other Tranche Portion of Investment with respect to Investments made during such period or reallocate any Tranche Portion of Investment allocated to any Rate Period ending during such period, to a Rate Period with respect to which Discount Yield is calculated by reference to the Offshore Rate. Discount related to any such Tranches shall be calculated according to the Base Rate while such circumstances exist. (iii) Notwithstanding any other provision of this Loan Agreement, if the Lenders Conduit Investor or any of the Bank Alternate Investors, as applicable, shall notify the Managing Agents Agent that such Person has determined (or has been notified by any Program Support Provider) that the introduction of or any change in or in the interpretation of any Law makes it unlawful (either for such Lenderthe Conduit Investor, such Bank Alternate Investor, or such Program Support Provider, as applicable), or any central bank or other Governmental Authority Official Body asserts that it is unlawful, for such Lenderthe Conduit Investor, such Bank Alternate Investor or such Program Support Provider, as applicable, to fund the purchases or maintain maintenance of any Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate, then (A) as of the effective date of such notice from such Person to the Agent, the obligation or ability of such Lender the Conduit Investor or such Bank Alternate Investor, as applicable, to fund the making or maintenance of any Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate shall be suspended until such Person notifies the related Managing Agent that the circumstances causing such suspension no longer exist and (B) each Tranche Portion of Investment made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue Discount Yield calculated by reference to the Base Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate until the end of the applicable Rate Period, such Person’s 's share of such Tranche Portion of Investment allocated to such Rate Period shall be deemed to accrue Discount Yield at the Base Rate from the effective date of such notice until the end of such Rate Period.. SCHEDULE II (SETTLEMENT PROCEDURES) SECTIONS 2.12 through 2.15 of the Agreement shall be read in their entirety as follows:

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

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

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

Offshore Rate Protection; Illegality. (i) If the Managing Agents are Agent is unable to obtain on a timely basis the information necessary to determine the Offshore Rate for any proposed Rate Period, then : (A) the Managing Agents Agent shall forthwith notify the related Lender or Bank Investors, as applicable, Investors and the Borrower SPV that the Offshore Rate cannot be determined for such Rate Period, and and (B) while such circumstances exist, none of the LendersInvestors, the Bank Investors or Class Agents and the related Managing Agent shall not allocate any Tranches with respect to Loans made during such period Portion of Investment or reallocate any Tranches allocated to any then existing Rate Period ending during such period, Portion of Investment to a Rate Period with respect to which Discount Yield is calculated by reference to the Offshore Rate. Discount related to any such Tranches shall be calculated according to the Base Rate while such circumstances exist. (ii) If, with respect to any outstanding Rate Period, any Class Agent notifies the Lenders or Agent that any of the Bank Investors on behalf that comprise any of which the Managing Agents hold any Tranche notifies the related Managing Agent that it its Class is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Tranche Portion of Investment or that the Offshore Rate applicable to such Tranche Portion of Investment will not adequately reflect the cost to the Person of funding or maintaining such Tranche Portion of Investment for such Rate Period, then (A) such Managing the Agent shall forthwith so notify the Borrower, the Lenders SPV and the Bank Investors and (B) upon such notice and thereafter while such circumstances exist none of the Managing Agentsexist, the Lenders or Agent, the Bank Investors, as applicable, Class Agents and the Investors shall not allocate any other Tranche with respect to Investments made during such period Portion of Investment or reallocate any Tranche allocated to any Rate Period ending during such periodPortion of Investment, to a Rate Period with respect to which Discount Yield is calculated by reference to the Offshore Rate. Discount related Rate and all Portions of Investment that have been allocated to any such Tranches a Rate Period to which the Offshore Rate applies shall be calculated according automatically allocated to a new Rate Period to which the Base Rate while applies and the Rate Period to which such circumstances existOffshore Rate applied terminated on such day. (iii) Notwithstanding any other provision of this Loan Agreement, if the Lenders any Conduit Investor or any of the Bank InvestorsAlternate Investor, as applicable, shall notify the Managing Agents Agent that such Person has determined (which determination shall be final and conclusive) or has been notified by any Program Support Provider) Provider that the introduction of or any change in or in the interpretation of any Law makes it unlawful (either for such LenderConduit Investor, such Bank Alternate Investor, or such Program Support Provider, as applicable), or any central bank or other Governmental Authority Official Body asserts that it is unlawful, for such LenderConduit Investor, such Bank Alternate Investor or such Program Support Provider, as applicable, to fund the purchases or maintain maintenance of any Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate, then (A) as of the effective date of such notice from such Person to the Agent, the obligation or ability of such Lender Conduit Investor or such Bank Alternate Investor, as applicable, to fund the making or maintenance of any Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate shall be suspended until such Person notifies the related Managing Agent that the circumstances causing such suspension no longer exist and (B) each Tranche Portion of Investment made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Tranche accruing Discount Yield calculated by reference to the Offshore Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue Discount calculated by reference to the Base Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Tranche accruing Discount calculated by reference to the Offshore Rate until the end of the applicable Rate Period, such Person’s share of such Tranche allocated to such Rate Period shall be deemed to accrue Discount Yield at the Base Rate (without reference to clause (c) of the definition thereof) from the effective date of such notice until the end of such Rate Period.” (k) Section 2.5 of the Transfer Agreement is deleted in its entirety and the following is inserted in lieu thereof:

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

Offshore Rate Protection; Illegality. (i) If the Managing Agents are Administrative Agent is unable to obtain on a timely basis the information necessary to determine the Offshore Rate for any proposed Rate Period, then (A) the Managing Agents Administrative Agent shall forthwith notify the related Lender Conduit Purchaser or Bank InvestorsAlternate Purchasers, as applicable, and the Borrower Servicer and the Seller that the Offshore Rate cannot be determined for such Rate Period, and (B) while such circumstances exist, none of the LendersConduit Purchaser, the Bank Investors Alternate Purchasers or the related Managing Administrative Agent shall allocate any Tranches Portion of Investment with respect to Loans Investments made during such period or reallocate any Tranches Portion of Investment allocated to any then existing Rate Period ending during such period, to a Rate Period with respect to which Discount Yield is calculated by reference to the Offshore Rate. Discount related to any such Tranches shall be calculated according to the Base Rate while such circumstances exist. (ii) If, with respect to any outstanding Rate Period, the Lenders Conduit Purchaser or any of the Bank Investors Alternate Purchasers on behalf of which the Managing Agents hold Administrative Agent holds any Tranche Portion of Investment notifies the related Managing Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Tranche Portion of Investment or that the Offshore Rate applicable to such Tranche Portion of Investment will not adequately reflect the cost to the Person of funding or maintaining such Tranche Portion of Investment for such Rate Period, then (A) such Managing the Administrative Agent shall forthwith so notify the BorrowerSeller, the Lenders Servicer and the Bank Investors Purchasers and (B) upon such notice and thereafter while such circumstances exist none of the Managing AgentsAdministrative Agent, the Lenders Conduit Purchaser or the Bank InvestorsAlternate Purchasers, as applicable, shall allocate any other Tranche Portion of Investment with respect to Investments made during such period or reallocate any Tranche Portion of Investment allocated to any Rate Period ending during such period, to a Rate Period with respect to which Discount Yield is calculated by reference to the Offshore Rate. Discount related to any such Tranches shall be calculated according to the Base Rate while such circumstances exist. (iii) Notwithstanding any other provision of this Loan Agreement, if the Lenders Conduit Purchaser or any of the Bank InvestorsAlternate Purchasers, as applicable, shall notify the Managing Agents Administrative Agent that such Person has determined (or has been notified by any Program Support Provider) that the introduction of or any change in or in the interpretation of any Law makes it unlawful (either for such Lenderthe Conduit Purchaser, such Bank InvestorAlternate Purchaser, or such Program Support Provider, as applicable), or any central bank or other Governmental Authority Official Body asserts that it is unlawful, for such Lenderthe Conduit Purchaser, such Bank Investor Alternate Purchaser or such Program Support Provider, as applicable, to fund the purchases or maintain maintenance of any Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate, then (A) as of the effective date of such notice from such Person to the Administrative Agent, the obligation or ability of such Lender the Conduit Purchaser or such Bank InvestorAlternate Purchaser or Program Support Provider, as applicable, to fund the making or maintenance of any Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate shall be suspended until such Person notifies the related Managing Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Tranche Portion of Investment made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue Discount Yield calculated by reference to the Base Rate Rate; or (2) if such Person shall determine that it may not lawfully continue to maintain such Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate until the end of the applicable Rate Period, such Person’s share of such Tranche Portion of Investment allocated to such Rate Period shall be deemed to accrue Discount Yield at the Base Rate from the effective date of such notice until the end of such Rate Period. I. ADDITIONAL SERVICER DEFAULTS. So long as the Servicer is RACC or an Affiliate thereof, except as such provisions may be otherwise deemed amended or waived as set forth in Part III of this Schedule III, it shall be a Servicer Default if either of the following events occurs:

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

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

Offshore Rate Protection; Illegality. (i) If the any Managing Agents are Agent is unable to obtain on a timely basis the information necessary to determine the Offshore Rate for any proposed Rate Period, then: (A) the such Managing Agents Agent shall forthwith notify the related Lender its Conduit Investor or Bank Committed Investors, as applicable, and the Borrower SPV that the Offshore Rate cannot be determined for such Rate Period, and and (B) while such circumstances exist, none of the Lenderssuch Conduit Investor, the Bank such Committed Investors or the related such Managing Agent shall allocate any Tranches Portion of Investment with respect to Loans Investments made during such period or reallocate any Tranches Portion of Investment allocated to any then existing Rate Period ending during such period, to a Rate Period with respect to which Discount Yield is calculated by reference to the Offshore Rate. Discount related to any such Tranches shall be calculated according to the Base Rate while such circumstances exist. (iii) If, with respect to any outstanding Rate Period, the Lenders a Conduit Investor or any of the Bank Investors Committed Investor on behalf of which the a Managing Agents hold Agent holds any Tranche Portion of Investment notifies the related such Managing Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Tranche Portion of Investment or that the Offshore Rate applicable to such Tranche Portion of Investment will not adequately reflect the cost to the Person of funding or maintaining such Tranche Portion of Investment for such Rate Period, then (A) such Managing Agent shall forthwith so notify the Borrower, the Lenders and the Bank Investors SPV and (B) upon such notice and thereafter while such circumstances exist none of the such Managing AgentsAgent, the Lenders such Conduit Investor or the Bank Investorssuch Committed Investor, as applicable, shall allocate any other Tranche Portion of Investment with respect to Investments made during such period or reallocate any Tranche Portion of Investment allocated to any Rate Period ending during such period, to a Rate Period with respect to which Discount Yield is calculated by reference to the Offshore Rate. Discount related to any such Tranches shall be calculated according to the Base Rate while such circumstances exist. (iiiii) Notwithstanding any other provision of this Loan Agreement, if the Lenders a Conduit Investor or any of the Bank Committed Investors, as applicable, shall notify the their respective Managing Agents Agent that such Person has determined (or has been notified by any Program Support Provider) that the introduction after the Closing Date of or any change in or in the interpretation of any Law makes it unlawful (either for such LenderConduit Investor, such Bank Investor, Committed Investor or such Program Support Provider, as applicable), or any central bank or other Governmental Authority Official Body asserts that it is unlawful, unlawful for such LenderConduit Investor, such Bank Committed Investor or such Program Support Provider, as applicable, to fund the purchases or maintain maintenance of any Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate, then (A) as of the effective date of such notice from such Person to the its Managing Agent, the obligation or ability of such Lender Conduit Investor or such Bank Committed Investor, as applicable, to fund the making or maintenance of any Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate shall be suspended until such Person notifies the related its Managing Agent that the circumstances causing such suspension no longer exist and (B) each Tranche Portion of Investment made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue Discount Yield calculated by reference to the Base 36 Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Tranche Portion of Investment accruing Discount Yield calculated by reference to the Offshore Rate until the end of the applicable Rate Period, such Person’s share of such Tranche Portion of Investment allocated to such Rate Period shall be deemed to accrue Discount Yield at the Base Rate from the effective date of such notice until the end of such Rate Period.