Common use of Interest on Loans Clause in Contracts

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9, (a) The Borrower shall pay interest on each Base Rate Loan at the outstanding Base Rate in effect from time to time and on each Eurodollar Loan at the Adjusted LIBO Rate for the applicable Interest Period in effect for such Loan, plus, in each case, the Applicable Margin in effect from time to time but, in no event, to exceed the Maximum Rate. (b) The Borrower shall pay interest on each Swingline Loan at the Swingline Rate in effect from time to time but, in no event, to exceed the Maximum Rate. (c) While an Event of Default exists or after acceleration, at the option of the Required Lenders, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Loans at the rate otherwise applicable for the then-current Interest Period plus an additional two percent (2%) per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans (including all Swingline Loans) and all other Obligations hereunder (other than Loans), at an all-in rate in effect for Base Rate Loans (i.e., including Applicable Margin), plus an additional 2% per annum. (d) Interest on the principal amount of each Loan all Loans shall accrue during each Loan Accrual Period from and including the date such Loans are made to but excluding the date of any repayment thereof. Interest on a daily basis all outstanding Base Rate Loans shall be payable quarterly in arrears on the outstanding principal amount of such Loan as last Business Day of each dayfiscal quarter of the Borrower and on the Commitment Termination Date. Interest on all outstanding Eurodollar Loans shall be payable on the last day of each Interest Period applicable thereto, at a rate per annum equal to (x) and, in the case of a Fixed Rate Loanany Eurodollar Loans having an Interest Period in excess of three months, on each day which occurs every three months after the Fixed Rate applicable theretoinitial date of such Interest Period, and (y) in on the case of a Floating Rate Loan, the Floating Rate applicable thereto, and Commitment Termination Date. Interest on each Swingline Loan shall be payable quarterly in arrears on the last Business Day of each Payment fiscal quarter of the Borrower and on the Swingline Termination Date. Interest on any Loan which is converted into a Loan of another Type or which is repaid or prepaid shall be computed payable on the basis date of 365 days in a year and actual days elapsed such conversion or on the date of any such repayment or prepayment (on the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan repaid or prepaid) thereof. All Default Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto)be payable on demand. 4.2. All amounts paid on the Collateral in respect of (e) The Administrative Agent shall determine each interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit rate applicable to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount Loans hereunder and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of Borrower and the existence Lenders of such Monthly Interest Deficiency Amount rate in writing (an “Interest Deficiency Notice”or by telephone, promptly confirmed in writing). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and Any such determination shall be conclusive and binding for all purposes, absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9, (a) The Borrower shall pay interest on each Base Rate Loan at the outstanding Base Rate in effect from time to time and on each Eurodollar Loan at the Adjusted LIBO Rate for the applicable Interest Period in effect for such Loan, plus, in each case, the Applicable Margin in effect from time to time. The Borrower shall pay interest on each Index Rate Loan at the Index Rate plus the Applicable Margin in effect from time to time. The interest rate on Index Rate Loans shall be established based on the Index Rate in effect on the first Index Rate Determination Date, and shall be adjusted on each Index Rate Determination Date thereafter to reflect the Index Rate then in effect. (b) The Borrower shall pay interest on each Swingline Loan at the Swingline Rate in effect from time to time. (c) While an Event of Default exists or after acceleration, at the option of the Required Lenders, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Loans and at the rate otherwise applicable for the then-current Interest Period plus an additional 2% per annum until the last day of such Interest Period, and thereafter, and with respect to all Index Rate Loans (including all Swingline Loans) and Base Rate Loans and all other Obligations hereunder (other than Loans), at an all-in rate in effect for Base Rate Loans, plus an additional 2% per annum. (d) Interest on the principal amount of each Loan all Loans shall accrue during each Loan Accrual Period from and including the date such Loans are made to but excluding the date of any repayment thereof. Interest on a daily basis all outstanding Base Rate Revolving Loans and Base Rate Term Loans shall be payable monthly in arrears on the outstanding principal amount of such Loan as last day of each daycalendar month, at a rate per annum equal to (x) and on the Revolving Commitment Termination Date or the Maturity Date, as the case may be. Interest on all outstanding Index Rate Revolving Loans, Index Rate Term Loans and Swingline Loans shall be payable monthly in arrears on the last day of each calendar month and on the Revolving Commitment Termination Date or the Maturity Date, as the case may be. Interest on all outstanding Eurodollar Loans shall be payable on the last day of each Interest Period applicable thereto, and, in the case of a Fixed Rate Loanany Eurodollar Loans having an Interest Period in excess of three months, on each day which occurs every three months after the Fixed Rate applicable theretoinitial date of such Interest Period, and (y) in on the Revolving Commitment Termination Date or the Maturity Date, as the case may be. Interest on any Loan which is converted into a Loan of a Floating Rate Loan, the Floating Rate applicable thereto, and another Type or which is repaid or prepaid shall be payable in arrears on each Payment Datethe date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be computed payable on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto)demand. 4.2. All amounts paid on the Collateral in respect of (e) The Administrative Agent shall determine each interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit rate applicable to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount Loans hereunder and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of Borrower and the existence Lenders of such Monthly Interest Deficiency Amount rate in writing (an “Interest Deficiency Notice”or by telephone, promptly confirmed in writing). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and Any such determination shall be conclusive and binding for all purposes, absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9, (a) The Borrower shall pay interest on (i) each Base Rate Loan at the outstanding principal amount of Base Rate plus the Applicable Margin in effect from time to time and (ii) each SOFR Loan shall accrue during each Loan Accrual at Adjusted Term SOFR for the applicable Interest Period on a daily basis on the outstanding principal amount of in effect for such Loan as plus the Applicable Margin in effect from time to time. (b) [intentionally omitted]. (c) Notwithstanding paragraph (a) of each daythis Section, at a the option of the Required Lenders if an Event of Default has occurred and is continuing, and automatically after acceleration or with respect to any past due amount hereunder, the Borrower shall pay interest (“Default Interest”) with respect to all SOFR Loans at the rate per annum equal to (x) in 200 basis points above the case otherwise applicable interest rate for such SOFR Loans for the then-current Interest Period until the last day of a Fixed Rate Loan, the Fixed Rate applicable theretosuch Interest Period, and (y) in the case of a Floating Rate Loanthereafter, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date Base Rate Loans and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 other Obligations hereunder (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurredLoans), at the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to 200 basis points above the rate per annum otherwise applicable interest rate for Base Rate Loans. (d) Interest on the principal amount of all Loans shall accrue from and including the date such Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Loans shall be payable monthly in arrears on the first day of each calendar month and on the applicable Maturity Date for such Loans, as the case may be. Interest on any Loan plus 2%which is converted into a Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. (e) At any time after the Borrower receives an Investment Grade Credit Rating from two Rating Agencies, the Borrower may, so long as no Default or Event of Default then exists and is continuing, irrevocably elect (an “IG Pricing Election”) by written notice to the Administrative Agent, accompanied by reasonable evidence of the Borrower’s Credit Ratings from two Rating Agencies, that the interest rate and fee margins set forth in clause (b) of the definition of “Applicable Margin” herein shall at all times thereafter be applicable to all credit extensions under this Agreement. The Administrative Agent shall provide the Lenders with prompt notice of its receipt of any IG Pricing Election. On the day that is two Business Days after the date of the Administrative Agent’s receipt of any IG Pricing Election (such date, the “IG Pricing Date”), the margins set forth in clause (a) of the definition of “Applicable Margin” herein shall no longer apply and the commitment fee under Section 2.14(c)(i) shall no longer continue to accrue. (f) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder in accordance with the terms and provisions herein, and shall promptly notify the Borrower and the Lenders of such rate in writing (or by telephone, promptly confirmed in writing). Any such determination shall be conclusive and binding for all purposes, absent manifest error.

Interest on Loans. 4.1. (a) Subject to Section 4.9the provisions of ‎Section 2.07, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to bear interest (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 the actual number of days in elapsed over a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”360 days) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise Applicable Rate. (b) Accrued interest on each Loan (including pursuant to Section 2.07) shall be payable in arrears and, subject to the last paragraph of this Section 2.06(b), only in kind (“PIK” and such interest “PIK Interest”) at all times, and shall be capitalized to the principal amount of the relevant Loans on each Interest Payment Date and interest shall compound on PIK Interest previously capitalized to principal (it being understood and agreed that the capitalization of PIK Interest to the principal amount of the Revolving Credit Facility shall not constitute a Revolving Extension of Credit or reduce the total outstanding Revolving Commitment of the Revolving Lenders); provided that (i) in the event of any repayment or prepayment of any Loan, accrued interest as of the date of such repayment or prepayment that has not yet been capitalized to the principal amount repaid or prepaid shall be payable in cash on the date of such repayment or prepayment, (ii) upon the termination of the Revolving Commitments under Section 7.02(a), accrued interest on the Revolving Loans shall be payable in cash and on demand unless the Revolving Lenders consent to PIK Interest. All payments of PIK Interest hereunder shall be deemed to occur automatically on the applicable Interest Payment Date, and the Administrative Agent shall update the Register to reflect each such payment of PIK Interest and the allocation thereof among the applicable Lenders; provided that any delay or failure by the Administrative Agent to so update the Register shall not be construed as non-payment of such PIK Interest. Following the redemption in full of the outstanding EETC Obligations or the maturity thereof, the Borrower may elect to make interest payments (or some portion thereof) occurring on or following the date of such redemption in full or maturity on the Loans in cash on any Interest Payment Date; provided that any such election will apply to all Loans ratably. (c) Accrued interest on all Loans shall be payable in arrears on each Interest Payment Date applicable thereto, on the Maturity Date with respect to such Loan plus 2%Loans and thereafter on written demand and upon any repayment or prepayment thereof (on the amount repaid or prepaid).

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each (a) Each Revolving Credit Base Rate Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Revolving Credit Base Rate Loan is repaid or converted to a Revolving Credit LIBOR Rate Loan at a the rate per annum equal to the sum of the Base Rate plus the Applicable Margin for Revolving Credit Base Rate Loans. (b) Each Revolving Credit LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of each Interest Period with respect thereto at the rate per annum otherwise equal to the sum of LIBOR determined for such Interest Period plus the Applicable Margin for Revolving Credit LIBOR Rate Loans. (c) The Borrower promises to pay interest on each Loan in arrears on each Interest Payment Date with respect thereto. (d) Base Rate Loans and LIBOR Rate Loans may be converted to Loans of the other Type as provided in §4.1. (e) The parties understand that the applicable interest rate for the Loans and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by Borrower (the “Borrower Information”). If it is subsequently determined that any such Loan plus 2%Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Agent, and if the applicable interest rate or fees calculated for any period were different than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Agent shall promptly notify Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Agent, for the account of each Lender, within five (5) Business Days of receipt of such written notice. Borrower shall receive a credit or refund of any overpayment promptly after such determination. Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement for a period of 180 days, and this provision shall not in any way limit any of the Agent’s, the Issuing Lender’s, or any Lender’s other rights under this Agreement.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each applicable Payment DateDate for such Loan. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each applicable Loan Accrual Period, (i) with respect to any Loan other than a Floating Rate 30-Day Average SOFR Loan, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount ” and (ii) with respect to any Floating Rate 30-Day Average SOFR Loan, the “Quarterly Loan shall also include the Required Monthly Amortization Amount with respect theretoInterest Expense Amount”). 4.2. All amounts paid on the Collateral in respect of interest earned thereon and any other distributions (excluding Principal Receipts) (“Interest Receipts”) shall be received in the Master TALF Collateral AccountAccount or the Borrower Collateral Account in respect of the applicable TALF Agent. Pending the application thereof pursuant to Section 4.34.3 or Section 5.3-1, Custodian shall invest or otherwise apply such Interest Receipts on behalf of Xxxxxx as directed by XxxxxxLender pursuant to the terms of the Collateral Custody and Administration Agreement. Each Borrower hereby acknowledges and agrees that (x) the any earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On (I) With respect to any Loan other than a Floating Rate 30-Day Average SOFR Loan, subject to Section 5.3-1, on each Payment Date and with respect to each such Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.:

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx Lender as directed by XxxxxxLender. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx Lender has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. (a) Subject to Section 4.92.09, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the outstanding principal amount basis of each Loan shall accrue during each Loan Accrual Period on the actual number of days elapsed over a daily basis on the outstanding principal amount year of such Loan as of each day, 360 days) at a rate per annum equal to (xi) in the case of a Fixed Rate each Eurodollar Standby Loan, the Fixed Adjusted LIBO Rate applicable theretofor the Interest Period in effect for such Borrowing plus the Applicable Rate, and (yii) in the case of a Floating Rate each Eurodollar Competitive Loan, the Floating LIBO Rate applicable thereto, for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the Borrower pursuant to Section 2.03. Accrued interest on each Eurodollar Loan shall be payable in arrears on each Interest Payment DateDate for such Loan. Interest Each Reference Bank agrees upon the request of the Agent to furnish to the Agent timely information for the purpose of determining the LIBO Rate and the Adjusted LIBO Rate. If any one or more of the Reference Banks shall be not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. (b) Subject to Section 2.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of 365 the actual number of days in elapsed over a year and actual days elapsed (of 365 or 366 days, as the amount of case may be) at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate. Accrued interest accrued during on each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any ABR Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2be payable in arrears on each Interest Payment Date for such Loan. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) The Alternate Base Rate shall be received in determined by the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3Agent, Custodian shall invest and such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and determination shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect (c) Subject to a Section 2.09, each Fixed Rate Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate per annum otherwise applicable to of interest offered by the Lender making such Loan plus 2%and accepted by the Borrower pursuant to Section 2.03. Accrued interest on each Fixed Rate Loan shall be payable in arrears on each Interest Payment Date.

Interest on Loans. 4.1. (a) Subject to the provisions of Section 4.92.07, Revolving Loans shall bear interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 the actual number of days in elapsed over a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”360 days) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the sum of the Libor Rate plus 6.0% per annum (or, to the extent the Administrative Agent shall have delivered a LIBOR Unavailability Notice to the Borrower and the Lenders pursuant to Section 2.12(e), the Alternate Base Rate plus 5.0% per annum). (b) Subject to the provisions of Section 2.07, the Initial Term Loans, the 2016 Term Loans and the 2016 Acquisition Term Loans shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum otherwise equal to the sum of the Libor Rate plus 8.0% per annum (or, to the extent the Administrative Agent shall have delivered a LIBOR Unavailability Notice to the Borrower and the Lenders pursuant to Section 2.12(e), the Alternate Base Rate plus 7.0% per annum); provided, however, the Borrower may elect to pay, in kind, a portion of such accrued and unpaid interest (any such interest paid in kind, the “PIK Interest”) due on any Interest Payment Date up to the maximum percentage set forth in the table below opposite the relevant period in which such Interest Payment Date occurs of the total accrued and unpaid interest payable on such Interest Payment Date; it being deemed that the Borrower has elected the maximum PIK Interest for each period during the term of this Agreement unless the Borrower shall have delivered a certificate executed by a Responsible Officer of the Borrower to the Administrative Agent certifying that the Borrower has elected to pay interest with respect to the applicable Initial Term Loans, 2016 Term Loans or 2016 Acquisition Term Loans for the applicable period then ending (i) in such lesser percentage of PIK Interest and specifying the amount of such PIK Interest or (ii) in cash only. To change the type of payment of interest for any period, such officer’s certificate must be delivered to the Administrative Agent at least 5 Business Days prior to the applicable Interest Payment Date for such period. The Borrower may specify in such officer’s certificate whether such change in the type of payment of interest is just for a specific period or shall be applicable to such Loan plus 2%all future periods during the term of the Agreement until another officer’s certificate is delivered specifying a different type of payment of interest for a period or periods.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each applicable Payment DateDate for such Loan. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each applicable Loan Accrual Period, (i) with respect to any Loan other than a Floating Rate 30-Day Average SOFR Loan, the “Monthly Loan Interest Expense Amount”; ” (provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto) and (ii) with respect to any Floating Rate 30-Day Average SOFR Loan, the “Quarterly Loan Interest Expense Amount”). 4.2. All amounts paid on the Collateral in respect of interest earned thereon and any other distributions (excluding Principal Receipts) (“Interest Receipts”) shall be received in the Master TALF Collateral AccountAccount or the Borrower Collateral Account in respect of the applicable TALF Agent. Pending the application thereof pursuant to Section 4.34.3 or Section 5.3-1, Custodian shall invest or otherwise apply such Interest Receipts on behalf of Xxxxxx as directed by XxxxxxLender pursuant to the terms of the Collateral Custody and Administration Agreement. Each Borrower hereby acknowledges and agrees that (x) the any earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On (I) With respect to any Loan other than a Floating Rate 30-Day Average SOFR Loan, subject to Section 5.3-1, on each Payment Date and with respect to each such Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon and any other distributions (excluding Principal Receipts) (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.34.3 or Section 5.3-2, Custodian shall invest such Interest Receipts on behalf of Xxxxxx Lender as directed by XxxxxxLender. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On Subject to Section 5.3-2, on each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: full), via the transfer of such amount to Lender (or its designee) in accordance with Lender’s instructions to Custodian, and Then, subject to clause (y) of Section 18.15, any excess shall be transferred to the TALF Disbursement Account of the Borrower’s Applicable TALF Agent; provided, however, that with respect to (x) any Three-Year Fixed Rate Loan secured by Legacy CMBS Collateral and (y) any Five Year Loan, the amount of such excess that shall be so transferred will be limited as specified in the TALF Standing Loan Facility Procedures (and any excess not so transferred shall be applied by Custodian to repay the principal amount of the applicable Loan). Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. Required Monthly Amortization Amounts included in Monthly Loan Interest Expense Amount shall be disregarded for purposes of determining “net carry” under the TALF Standing Loan Facility Procedures and any related limitation described in the proviso to clause Then above. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount existexists, Administrator shall promptly notify the Applicable Primary Dealer TALF Agent of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer TALF Agent shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer TALF Agent shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx Lender has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. (a) Subject to Section 4.95.04, Holdings Borrower agrees to pay interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of all unpaid principal amounts of Term A Loans, the Sterling Borrower agrees to pay interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment all unpaid principal amounts of the Required Monthly Amortization Amount pursuant Sterling Revolving Loans and Sterling Swingline Loans, and the Domestic Borrower agrees to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations pay interest in respect of Monthly Loan Interest Expense Amountsall unpaid principal amounts of the Domestic Revolving Loans, Monthly Collateral Interest Income AmountsDomestic Swingline Loans, Monthly Interest Shortfall Amountsand the Term B Loans from the date such principal amounts are advanced to maturity (whether by acceleration, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right notice of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4prepayment or otherwise) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate rates per annum equal to the rate per annum otherwise rates indicated below as applicable to outstanding Loans in accordance with the terms hereof: (i) For a Base Rate Loan -- the Base Rate in effect from time to time plus the Applicable Base Rate Margin then in effect; and (ii) For a LIBOR Loan -- LIBOR plus the Applicable LIBOR Margin then in effect. (b) Interest on the principal amount of all Loans shall accrue from (and including) the date such Loans are made to (but excluding) the date of any repayment thereof, provided that, if the principal amount of any Loan plus 2%is repaid on the same day made, one day's interest shall be paid on such principal. Interest on all outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each calendar month. Interest on all outstanding LIBOR Loans shall be payable on the last day of each Interest Period applicable thereto, and, in the case of any LIBOR Loan having an Interest Period in excess of three months, on each day which occurs every three months after the initial date of such Interest Period. Interest on all Loans shall also be payable on any conversion of a Loan into a Loan of another Type, prepayment (on the amount prepaid), at maturity (whether by acceleration notice of prepayment or otherwise) and, after maturity, on demand. (c) The Administrative Agent, upon determining LIBOR for the Loans for any Interest Period, shall promptly notify the Borrower Representative and the other Lenders of such rate by telephone (confirmed in writing) or in writing. Any such determination shall, absent manifest error, be final, conclusive and binding for all purposes.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon and any other distributions (excluding Principal Receipts) (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.34.3 or Section 5.3-2, Custodian shall invest such Interest Receipts on behalf of Xxxxxx Lender as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On Subject to Section 5.3-2, on each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Then, subject to clause (y) of Section 18.15, any excess shall be transferred to the TALF Disbursement Account of the Borrower’’s Applicable TALF Agent; provided, however, that with respect to (x) any Three-Year Fixed Rate Loan secured by Legacy CMBS Collateral and (y) any Five Year Loan, the amount of such excess that shall be so transferred will be limited as specified in the TALF Standing Loan Facility Procedures (and any excess not so transferred shall be applied by Custodian to repay the principal amount of the applicable Loan). Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. Required Monthly Amortization Amounts included in Monthly Loan Interest Expense Amount shall be disregarded for purposes of determining “net carry” under the TALF Standing Loan Facility Procedures and any related limitation described in the proviso to clause Then above. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount existexists, Administrator shall promptly notify the Applicable Primary Dealer TALF Agent of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer TALF Agent shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer TALF Agent shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon and any other distributions (excluding Principal Receipts) (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.34.3 or Section 5.3-2, Custodian shall invest such Interest Receipts on behalf of Xxxxxx Lender as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On Subject to Section 5.3-2, on each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Then, subject to clause (y) of Section 18.15, any excess shall be transferred to the TALF Disbursement Account of the Borrower’s Applicable Primary Dealer; provided, however, that with respect to (x) any Three-Year Fixed Rate Loan secured by Legacy CMBS Collateral and (y) any Five Year Loan, the amount of such excess that shall be so transferred will be limited as specified in the TALF Standing Loan Facility Procedures (and any excess not so transferred shall be applied by Custodian to repay the principal amount of the applicable Loan). Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. Required Monthly Amortization Amounts included in Monthly Loan Interest Expense Amount shall be disregarded for purposes of determining “net carry” under the TALF Standing Loan Facility Procedures and any related limitation described in the proviso to clause Then above. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. (a) Subject to the provisions of Section 4.92.08, each Loan comprising an ABR Borrowing shall bear interest for each day from the date such Loan is made until it becomes due (computed on the outstanding principal amount basis of each Loan shall accrue during each Loan Accrual Period on the actual number of days elapsed over a daily basis on the outstanding principal amount year of such Loan as of each day365 or 366 days), at a rate per annum equal to (x) the Alternate Base Rate, plus the Applicable Percentage for ABR Loans in effect from time to time for such Loan. So long as any ABR Borrowing is outstanding, the Agent shall promptly notify the Borrower of any change in the case Alternate Base Rate. (b) Subject to the provisions of Section 2.08, each Loan comprising a Fixed Rate Loan, Eurodollar Borrowing shall bear interest for each day from the Fixed Rate applicable thereto, and date such Loan is made until it becomes due (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 the actual number of days in elapsed over a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”360 days) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum Adjusted LIBO Rate for the Interest Period in effect for such Borrowing, plus the Applicable Percentage for LIBOR Loans in effect from time to time for such Loan. (c) Any change in the Applicable Percentage for ABR Loans and Applicable Percentage for LIBOR Loans required hereunder shall become effective five days after the date the Borrower delivers its financial statements required by Section 5.04(b) or (c), as the case may be, and the certificate required by Section 5.04(d); PROVIDED, THAT, if the Borrower fails to deliver such financial statements and certificate on or before the date such statements and certificate are required to be delivered pursuant to Section 5.04(b) or (c), as the case may be, and Section 5.04(d), the Applicable Percentage for ABR Loans and Applicable Percentage for LIBOR Loans for the period beginning one (1) Business Day after such required date until the date such statements and certificate are actually delivered shall be calculated as if a Pricing Level V were in effect, and after the date such statements and certificate are actually delivered the Applicable Percentage for ABR Loans and Applicable Percentage for LIBOR Loans shall be determined as otherwise provided for herein; and PROVIDED, FURTHER, that any calculation pursuant to the preceding proviso shall not excuse or limit the remedies available for any Default or Event of Default as a result of the failure to deliver such statements. (d) Interest on each Loan shall be payable on the Interest Payment Dates applicable to such Loan plus 2%Loan, except as otherwise provided in this Amended Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Agent in good faith, and such determination shall be conclusive absent manifest error.

Interest on Loans. 4.1. (a) Subject to the provisions of Section 4.92.08, interest on the outstanding principal amount of each ABR Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to bear interest (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of the actual number of days elapsed over a year of 365 days or 366 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”leap year) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin. (b) Subject to the provisions of Section 2.08, each Eurodollar Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum otherwise equal, during each Interest Period applicable thereto, to the LIBO Rate for such Interest Period in effect for such Borrowing plus the Applicable Margin. (c) Accrued interest on all Loans shall be payable in arrears on each Interest Payment Date applicable thereto, on the Termination Date with respect to such Loans and thereafter on written demand and upon any repayment or prepayment thereof (on the amount repaid or prepaid); provided that in the event of any conversion of any Eurodollar Loan plus 2%to an ABR Loan, accrued interest on such Loan shall be payable on the effective date of such conversion. (d) Notwithstanding anything to the contrary herein, the Borrower may elect to deliver the Loan Request for the Closing Date for an initial ABR Loan Borrowing together with an Interest Election Request to convert such ABR Loan Borrowing into a Eurodollar Loan Borrowing on the date falling two Business Days after the Closing Date, and, in such case, interest accrued and updated as of such date of conversion shall not be payable on such date, but shall instead be payable on the Interest Payment Date corresponding to such initial Eurodollar Borrowing.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount (a) Each Loan of each Class that is a Base Rate Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Base Rate Loan is repaid or converted to a LIBOR Rate Loan at a the rate per annum equal to the sum of the Base Rate plus the Applicable Margin for the applicable Class of Base Rate Loans. (b) Each Loan of each Class that is a LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of each Interest Period with respect thereto at the rate per annum otherwise equal to the sum of LIBOR determined for such Interest Period plus the Applicable Margin for the applicable Class of LIBOR Rate Loans. (c) The Borrower promises to pay interest on each Loan in arrears on each Interest Payment Date with respect thereto. (d) Base Rate Loans and LIBOR Rate Loans may be converted to Loans of the other Type as provided in §4.1. (e) The parties understand that the applicable interest rate for the Loans and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by Borrower (the “Borrower Information”). If it is subsequently determined that any such Loan plus 2%Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Agent, and if the applicable interest rate or fees calculated for any period were different than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Agent shall promptly notify Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Agent, for the account of each Lender, within five (5) Business Days of receipt of such written notice. Borrower shall receive a credit or refund of any overpayment promptly after such determination. Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement for a period of one hundred eighty (180) days, and this provision shall not in any way limit any of the Agent’s, the Issuing Lender’s or any Lender’s other rights under this Agreement.

Interest on Loans. 4.1. Subject to Section 4.9, (a) The Borrower shall pay interest on (i) each Base Rate Loan at the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on Base Rate plus the outstanding principal amount of Applicable Margin for such Loan as in effect from time to time and (ii) each SOFR Loan at Adjusted Term SOFR for the applicable Interest Period in effect for such Loan plus the Applicable Margin for such Loan in effect from time to time. (b) The Borrower shall pay interest on each Swingline Loan at the Base Rate plus the Applicable Margin for Revolving Base Rate Loans in effect from time to time. (c) Notwithstanding subsections (a) and (b) of each daythis Section, at a the option of the Required Lenders if an Event of Default has occurred and is continuing, and automatically after acceleration or with respect to any Event of Default due to Sections 8.1(a), (h) or (i), the Borrower shall pay interest (“Default Interest”) with respect to all SOFR Loans at the rate per annum equal to 200 basis points above the otherwise applicable interest rate for such SOFR Loans for the then-current Interest Period until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (xother than Loans), at the rate per annum equal to 200 basis points above the otherwise applicable interest rate for Base Rate Loans. (d) Interest on the principal amount of all Loans shall accrue from and including the date such Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans and Swingline Loans shall be payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Revolving Commitment Termination Date (with respect to all Revolving Loans) or the Maturity Date (with respect to all Term Loans), as the case may be. Interest on all outstanding SOFR Loans shall be payable on the last day of each Interest Period applicable thereto, and, in the case of a Fixed Rate Loanany SOFR Loans having an Interest Period in excess of three months, on each day which occurs every three months after the Fixed Rate applicable theretoinitial date of such Interest Period, and on the Revolving Commitment Termination Date (ywith respect to all Revolving Loans) in or the Maturity Date (with respect to all Term Loans), as the case may be. Interest on any Loan which is converted into a Loan of a Floating Rate Loan, the Floating Rate applicable thereto, and another Type or which is repaid or prepaid shall be payable in arrears on each Payment Datethe date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be computed payable on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto)demand. 4.2. All amounts paid on the Collateral in respect of (e) The Administrative Agent shall determine each interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit rate applicable to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount Loans hereunder and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of Borrower and the existence Lenders of such Monthly Interest Deficiency Amount rate in writing (an “Interest Deficiency Notice”or by telephone, promptly confirmed in writing). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and Any such determination shall be conclusive and binding for all purposes, absent manifest error. 4.9. At all times during which Xxxxxx has a (f) In connection with the use or administration of Term SOFR, the Administrative Agent will have the right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant make Conforming Changes from time to time and, notwithstanding anything to the proviso contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the first paragraph Borrower and the Lenders of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), effectiveness of any Conforming Changes in connection with the outstanding principal amount use or administration of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%Term SOFR.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon and any other distributions (excluding Principal Receipts) (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.34.3 or Section 5.3-2, Custodian shall invest such Interest Receipts on behalf of Xxxxxx Lender as directed by XxxxxxLender. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On Subject to Section 5.3-2, on each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Then, subject to clause (y) of Section 18.15, any excess shall be transferred to the TALF Disbursement Account of the Borrower’s Applicable TALF Agent; provided, however, that with respect to (x) any Three-Year Fixed Rate Loan secured by Legacy CMBS Collateral and (y) any Five Year Loan, the amount of such excess that shall be so transferred will be limited as specified in the TALF Standing Loan Facility Procedures (and any excess not so transferred shall be applied by Custodian to repay the principal amount of the applicable Loan). Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. Required Monthly Amortization Amounts included in Monthly Loan Interest Expense Amount shall be disregarded for purposes of determining “net carry” under the TALF Standing Loan Facility Procedures and any related limitation described in the proviso to clause Then above. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount existexists, Administrator shall promptly notify the Applicable Primary Dealer TALF Agent of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer TALF Agent shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer TALF Agent shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx Lender has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9(a) Except as otherwise set forth herein, each Revolving Loan shall bear interest on the outstanding unpaid principal amount of each Loan shall accrue during each Loan Accrual Period on thereof from the date made through repayment (whether by acceleration or otherwise) as follows: (i) if a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Base Rate Loan, at the Fixed Base Rate applicable thereto, and plus the Applicable Margin; or (yii) in the case of if a Floating LIBOR Rate Loan, at the Floating Adjusted LIBOR Rate plus the Applicable Margin. Borrower shall indicate in the applicable thereto, and Funding Notice whether a Revolving Loan shall be a Base Rate Loan or a LIBOR Rate Loan. Except as otherwise set forth herein, each Amortized Loan shall bear interest on the unpaid principal amount thereof from the Amortization Effective Date through repayment (whether by acceleration or otherwise) as follows: (i) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (ii) if a LIBOR Rate Loan, at the Adjusted LIBOR Rate plus the Applicable Margin. On or prior to the Amortization Effective Date, the Borrower transmit a written election (an “Interest Rate Election”) stating whether each Amortized Loan shall be a Base Rate Loan or a LIBOR Rate Loan. (b) Interest payable in arrears on each Payment Date. Interest pursuant to Section 2.5(a) shall be computed on the basis of 365 days a 360-day year, in a year and each case for the actual number of days elapsed (in the amount of period during which it accrues. In computing interest accrued during each Loan Accrual Periodon any Revolving Loan, the “Monthly related Credit Date or the first day of an Interest Period applicable to such Revolving Loan shall be included, and the date of payment of such Revolving Loan or the expiration date of an Interest Expense Amount”Period applicable to such Revolving Loan shall be excluded; provided, if a Revolving Loan is repaid on the same day on which it is made, one (1) day’s interest shall be paid on that for all purposes Revolving Loan. In computing interest on any Amortized Loan, the related Amortization Effective Date or the first day of this Agreement an Interest Period applicable to such Amortized Loan shall be included, and the Monthly date of payment of such Amortized Loan or the expiration date of an Interest Expense Amount Period applicable to such Amortized Loan shall be excluded. (c) Except as otherwise set forth herein, interest on each Loan shall be payable in arrears on (i) each Settlement Date applicable to that Loan; (ii) with respect to any Loan shall also include prepayment in whole or in part of such Loan, whether voluntary or mandatory, the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid Settlement Date immediately following such prepayment in an amount equal to the interest accrued and unpaid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit so prepaid to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment date of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount prepayment; and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowersat maturity. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon and any other distributions (excluding Principal Receipts) (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.34.3 or Section 5.3-2, Custodian shall invest such Interest Receipts on behalf of Xxxxxx Lender as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On Subject to Section 5.3-2, on each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Applicable TALF Agent; provided, however, that with respect to (x) any Three-Year Fixed Rate Loan secured by Legacy CMBS Collateral and (y) any Five Year Loan, the amount of such excess that shall be so transferred will be limited as specified in the TALF Standing Loan Facility Procedures (and any excess not so transferred shall be applied by Custodian to repay the principal amount of the applicable Loan). Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. Required Monthly Amortization Amounts included in Monthly Loan Interest Expense Amount shall be disregarded for purposes of determining “net carry” under the TALF Standing Loan Facility Procedures and any related limitation described in the proviso to clause Then above. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount existexists, Administrator shall promptly notify the Applicable Primary Dealer TALF Agent of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer TALF Agent shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer TALF Agent shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon and any other distributions (excluding Principal Receipts) (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.34.3 or Section 5.3-2, Custodian shall invest such Interest Receipts on behalf of Xxxxxx Lender as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On Subject to Section 5.3-2, on each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Then, subject to clause (y) of Section 18.15, any excess shall be transferred to the TALF Disbursement Account of the Borrower’s Applicable TALF Agent; provided, however, that with respect to (x) any Three-Year Fixed Rate Loan secured by Legacy CMBS Collateral and (y) any Five Year Loan, the amount of such excess that shall be so transferred will be limited as specified in the TALF Standing Loan Facility Procedures (and any excess not so transferred shall be applied by Custodian to repay the principal amount of the applicable Loan). Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. Required Monthly Amortization Amounts included in Monthly Loan Interest Expense Amount shall be disregarded for purposes of determining “net carry” under the TALF Standing Loan Facility Procedures and any related limitation described in the proviso to clause Then above. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount existexists, Administrator shall promptly notify the Applicable Primary Dealer TALF Agent of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer TALF Agent shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer TALF Agent shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Then, subject to clause (y) of Section 18.15, any excess shall be transferred to the TALF Disbursement Account of the Borrower’’s Applicable Primary Dealer; provided, however, that with respect to Five-Year Loans, the amount of such excess that shall be so transferred will be limited as specified in the TALF Standing Loan Facility Procedures. Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each (a) Each Revolving Credit Base Rate Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Revolving Credit Base Rate Loan is repaid or converted to a Revolving Credit LIBOR Rate Loan at a the rate per annum equal to the sum of the Base Rate plus the Applicable Margin for Revolving Credit Base Rate Loans. (b) Each Revolving Credit LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of each Interest Period with respect thereto at the rate per annum otherwise equal to the sum of LIBOR determined for such Interest Period plus the Applicable Margin for Revolving Credit LIBOR Rate Loans; all Revolving Credit Loans denominated in an Alternative Currency shall be LIBOR Rate Loans. (c) The Borrowers promise to pay interest on each Loan in arrears on each Interest Payment Date with respect thereto. (d) Base Rate Loans and LIBOR Rate Loans may be converted to Loans of the other Type as provided in §4.1. (e) Interest on any Revolving Credit Loan in an Alternative Currency advanced by the Alternative Currency Fronting Lender shall be for the benefit of the Alternative Currency Fronting Lender, and not any Alternative Currency Participating Lender, until the applicable Alternative Currency Participating Lender has funded its participation therein to the Alternative Currency Fronting Lender. (f) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower (excluding any restatements or adjustments resulting from a change in GAAP or other accounting methodology, legislation or standards) or other miscalculation verified by both the Borrower and the Lenders, acting reasonably and in good faith, the Borrower or the Lenders determine that (i) the Consolidated Total Indebtedness to Gross Asset Value as calculated as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Indebtedness to Gross Asset Value would have resulted in higher pricing for such Loan plus 2%period, the Borrower shall immediately and retroactively be obligated to pay to the Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Borrower’s obligations under this paragraph shall survive until the termination of the Aggregate Commitments and the repayment of all other Borrower’s Obligations hereunder.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx Lender as directed by XxxxxxLender. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Then, subject to clause (y) of Section 18.15, any excess shall be transferred to the TALF Disbursement Account of the Borrower’s Applicable Primary Dealer; provided, however, that with respect to Five- Year Loans, the amount of such excess that shall be so transferred will be limited as specified in the TALF Standing Loan Facility Procedures. Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx Lender has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon thereonand any other distributions (excluding Principal Receipts) (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.34.3,4.3 or Section 5.3-2, Custodian shall invest such Interest Receipts on behalf of Xxxxxx Lender as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On OnSubject to Section 5.3-2, on each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Then, subject to clause (y) of Section 18.15, any excess shall be transferred to the TALF Disbursement Account of the Borrower’’s Applicable Primary Dealer; provided, however, that with respect to Five-Year Loans(x) any Three-Year Fixed Rate Loan secured by Legacy CMBS Collateral and (y) any Five Year Loan, the amount of such excess that shall be so transferred will be limited as specified in the TALF Standing Loan Facility Procedures (and any excess not so transferred shall be applied by Custodian to repay the principal amount of the applicable Loan). Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. Required Monthly Amortization Amounts included in Monthly Loan Interest Expense Amount shall be disregarded for purposes of determining “net carry” under the TALF Standing Loan Facility Procedures and any related limitation described in the proviso to clause Then above. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject In addition to Section 4.9Borrower's obligation to ----------------- pay the Contingent Payments, Borrower hereby agrees to pay interest ("FIXED INTEREST") on the outstanding unpaid principal amount balance of each Loan for the period commencing on the Borrowing Date for such Loan and continuing thereafter until the Loan is paid in full, in accordance with the following: (a) Prior to the occurrence of an Event of Default, the outstand ing principal balance of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, bear Fixed Interest in arrears at a an annual rate per annum at all times equal to the Note Rate. (xb) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and Interest shall be payable in arrears monthly on each Payment Date. Interest shall be computed on Distribution Date with respect to the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”prior calendar month; provided, however, that for all purposes of this Agreement if Gross Receipts from the Monthly Loan Interest Expense Amount related Portfolio on the first two (2) Distribution Dates following the Borrowing Date with respect to any a Loan shall also include are insufficient to pay the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Accrued Fixed Interest, such accrued but unpaid Fixed Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for principal amount of the following Loan Accrual Periodrespective Note, effective as of the last day of the prior month. BEGINNING ON THE THIRD (3RD) DISTRIBUTION DATE FOLLOWING THE BORROWING DATE FOR SUCH LOAN, FIXED INTEREST (INCLUDING ANY ACCRUED BUT UNPAID FIXED INTEREST) SHALL BE PAYABLE MONTHLY ON EACH DISTRIBUTION DATE WITH RESPECT TO THE PRIOR CALENDAR MONTH, NOTWITHSTANDING THE ADEQUACY OF GROSS RECEIPTS AS APPLIED PURSUANT TO SECTION 3.4. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with (c) From and after the instructions occurrence of the Borrowers an Event of the applicable Loans; provided that none Default and continuing thereafter until such Event of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts Default shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant remedied to the proviso to the first paragraph written satisfaction of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred)Lender, the outstanding principal amount balance of such each Loan and any accrued and unpaid interest thereon shall bear interest at a an annual rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%Default Rate.

Interest on Loans. 4.1. Subject to Section 4.9(a) Except as otherwise set forth herein, each Loan shall bear interest on the outstanding unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) if a Base Rate Loan, at the Base Rate plus the Applicable Margin for Base Rate Loans; or (ii) if a Eurodollar Rate Loan, at the Eurodollar Rate plus the Applicable Margin for Eurodollar Rate Loans. (b) The basis for determining the rate of each interest with respect to any Revolving Loan, and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers and notified to Administrative Agent pursuant to the applicable Borrowing Notice And Certificate or Conversion/Continuation Notice, as the case may be. If on -57- CREDIT AGREEMENT (PATTERN REVOLVER) any day a Revolving Loan is outstanding with respect to which a Borrowing Notice And Certificate or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Revolving Loan shall accrue during each be a Base Rate Loan. Each Swingline Loan Accrual Period on shall be a daily basis Base Rate Loan. (c) In connection with Eurodollar Rate Loans there shall be no more than eighteen (18) Interest Periods outstanding at any time. In the event Borrowers fail to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Borrowing Notice And Certificate or Conversion/Continuation Notice, such Revolving Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Revolving Loan (or if outstanding principal amount as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrowers fail to specify an Interest Period for any Eurodollar Rate Loan in the applicable Borrowing Notice And Certificate or Conversion/Continuation Notice, Borrowers shall be deemed to have selected an Interest Period of one (1) month. Administrative Agent shall promptly notify Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such Loan as interest rate. At any time that Base Rate Loans are outstanding, Administrative Agent shall notify Borrowers and the Lenders of each day, at a any change in Administrative Agent’s prime rate per annum equal used in determining the Base Rate promptly following the public announcement of such change. (d) Interest payable pursuant to Section 2.7(a) shall be computed (xi) in the case of Base Rate Loans bearing interest at a Fixed rate determined by reference to a Base Rate Loancalculated pursuant to clause (a) of the definition of Base Rate, on the Fixed Rate applicable theretobasis of a 365- day or 366-day year, as the case may be, and (yii) in the case of all other Base Rate Loans and Eurodollar Rate Loans, on the basis of a Floating 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Revolving Loan, the date of the making of such Revolving Loan or the first day of an Interest Period applicable to such Revolving Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the Floating date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Revolving Loan or the expiration date of an Interest Period applicable theretoto such Revolving Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Revolving Loan is repaid on the same day on which it is made, one (1) day’s interest shall be paid on that Revolving Loan. (e) Except as otherwise set forth herein, interest on each Revolving Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Revolving Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Revolving Loans, including final maturity of the Revolving Loans. -58- CREDIT AGREEMENT (PATTERN REVOLVER) (f) US Borrower agrees to pay to the Administrative Agent (for the benefit of each LC Issuing Bank), with respect to drawings honored under any Letter of Credit issued by an LC Issuing Bank, interest on the amount paid by such LC Issuing Bank in respect of each such honored drawing, at a rate equal to (i) for the period from the Honor Date to but excluding the Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans, and (ii) thereafter, the Default Rate in respect of any Unreimbursed Amounts that have not been refinanced in accordance with Section 2.3(c)(i). For the period of time between the Honor Date and the Reimbursement Date (or such later date such amount is reimbursed on behalf of US Borrower), the interest accruing on such amounts will be for the account of the applicable LC Issuing Bank until reimbursed for all amounts other than the LC Issuing Bank’s Pro Rata Share thereof. (g) Interest payable pursuant to Sections 2.7(f) shall be computed on the basis of 365 days in a 365/366-day year and for the actual number of days elapsed (in the amount period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by the Administrative Agent of any payment of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.32.7 (f), Custodian the Administrative Agent shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect distribute to each LoanRevolving Lender, all Interest Receipts out of the interest received by the Administrative Agent in respect of the Collateral securing period from the date such Loan drawing is honored to but excluding the date on which the applicable LC Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Revolving Lender would have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right entitled to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right the Letter of recourse against a Borrower with Credit Fees that would have been payable in respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to Letter of Credit for such Loan plus 2%period if no drawing had been honored under such Letter of Credit.

Interest on Loans. 4.1. (a) Subject to the provisions of Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan2.07, the Fixed Rate applicable thereto, and Loans shall bear interest (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 the actual number of days in elapsed over a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”360 days) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate sum of the Libor Rate plus 8.0% per annum otherwise (or, to the extent the Administrative Agent shall have delivered a LIBOR Unavailability Notice to the Borrower and the Lenders pursuant to Section 2.12(e), the Alternate Base Rate plus 7.0% per annum); provided, however, the Borrower may elect to pay, in kind, a portion of such accrued and unpaid interest (any such interest paid in kind, the “PIK Interest”) due on any Interest Payment Date up to the maximum percentage set forth in the table below opposite the relevant period in which such Interest Payment Date occurs of the total accrued and unpaid interest payable on such Interest Payment Date; it being deemed that the Borrower has elected the maximum PIK Interest for each period during the term of this Agreement unless the Borrower shall have delivered a certificate executed by a Responsible Officer of the Borrower to the Administrative Agent certifying that the Borrower has elected to pay interest with respect to the Loans for the applicable period then ending (i) in such lesser percentage of PIK Interest and specifying the amount of such PIK Interest or (ii) in cash only. To change the type of payment of interest for any period, such officer’s certificate must be delivered to the Administrative Agent at least 5 Business Days prior to the applicable Interest Payment Date for such period. The Borrower may specify in such officer’s certificate whether such change in the type of payment of interest is just for a specific period or shall be applicable to such Loan plus 2%all future periods during the term of the Agreement until another officer’s certificate is delivered specifying a different type of payment of interest for a period or periods. [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon and any other distributions (excluding Principal Receipts) (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.34.3 or Section 5.3-2, Custodian shall invest such Interest Receipts on behalf of Xxxxxx Lender as directed by XxxxxxLender. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On Subject to Section 5.3-2, on each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Then, subject to clause (y) of Section 18.15, any excess shall be transferred to the TALF Disbursement Account of the Borrower’s Applicable Primary Dealer; provided, however, that with respect to (x) any Three-Year Fixed Rate Loan secured by Legacy CMBS Collateral and (y) any Five Year Loan, the amount of such excess that shall be so transferred will be limited as specified in the TALF Standing Loan Facility Procedures (and any excess not so transferred shall be applied by Custodian to repay the principal amount of the applicable Loan). Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. Required Monthly Amortization Amounts included in Monthly Loan Interest Expense Amount shall be disregarded for purposes of determining “net carry” under the TALF Standing Loan Facility Procedures and any related limitation described in the proviso to clause Then above. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers.Borrowers.‌ 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx Lender has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof at a rate of 14.25% per annum. (b) Interest payable pursuant to Section 4.92.8(a) shall be computed on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. If a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (c) Except as otherwise set forth herein, interest on the outstanding principal amount of each Loan (i) shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Interest Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount Date with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid interest accrued on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the Monthly Interest Deficiency Amount extent accrued on the amount being prepaid; and (iii) shall accrue on a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount daily basis and shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 payable in accordance with the instructions arrears at maturity of the Borrowers Loans, including final maturity of the applicable Loans. All interest shall be payable in cash; provided that none of Custodianon each Interest Payment Date, Administrator or Lender Borrower shall have any obligation the right to ensure that amounts transferred capitalize all interest due on such date and add it to a TALF Disbursement Account are applied in any manner whatsoeverthe principal of the Loans, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none whereupon such capitalized interest shall become part of Custodian, Administrator or Lender shall have any obligation to account the principal of the Loans for all purposes hereunder. Unless the Administrative Agent receives notice from Borrower two Business Days prior to any Interest Payment Date that Borrower for any funds so transferredintends to pay interest in cash, Borrower shall be presumed to have elected to capitalize all interest then due. Notwithstanding anything to the contrary in this Agreement, Borrower shall not be permitted to elect to pay cash interest pursuant to this Section 2.8 and Section 2.10 to the extent such payment is not permitted under Section 6.4 of the First Lien Credit Agreement and the Intercreditor Agreement. 4.7. Each (d) Borrower hereby agrees intends that it shall have no right the Interest Payment Dates be sufficient to receive its portion result in each Loan being treated as not having “significant original issue discount” within the meaning of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect 163(i)(2) of Monthly Loan Interest Expense Amountsthe Internal Revenue Code, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts this Agreement shall be made by Administrator and shall be conclusive absent manifest error. 4.9interpreted in a manner consistent with such intent. At all times during which Xxxxxx has a right of recourse against a Borrower will elect an accrual period ending on the Maturity Date with respect to a Loan Repayment Amount pursuant the last accrual period beginning prior to the proviso to fifth anniversary of the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%Closing Date.

Interest on Loans. 4.1. Subject to Section 4.9Except as otherwise provided in (S)4.11, interest on the outstanding principal amount of each ----------------- (a) Each Base Rate Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto at the Base Rate. (b) Each Eurodollar Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto at a rate per annum equal to the sum of the Applicable Eurodollar Rate Margin plus the Eurodollar Rate ---- determined for such Interest Period. (c) Each Competitive Bid Loan shall bear interest at the rate per annum otherwise specified in the applicable Competitive Bid Quote with respect to such Competitive Bid Loan. (d) The Borrower promises to pay interest on each Loan plus 2%in arrears on each Interest Payment Date with respect thereto. (e) Upon any request by the Borrower to increase the Total Commitment in accordance with (S)2.9, the Borrower shall not request any Eurodollar Rate Loans with an Interest Period in excess of one (1) month hereunder and the Banks shall not be required to make any Eurodollar Rate Loans with an Interest Period in excess of one (1) month hereunder until the date (if any) upon which the Agent advises the Borrower that the Arranger has completed the syndication of the Loans in order to accommodate such increase in a manner satisfactory to the Agent and the Arranger; provided, -------- however, that with respect to (i) any Eurodollar Rate Loans made in ------- accordance with the requirements of this sentence and (ii) any Eurodollar Rate Loans outstanding on the date of any request to increase the Total Commitment in accordance with (S)2.9, the Borrower shall convert such Eurodollar Rate Loans to Base Rate Loans on any date on which the Agent notifies the Borrower that it and the Arranger will be completing the additional syndication of the Loans pursuant to (S)2.9, and the Borrower shall pay any costs or expenses associated therewith in accordance with the requirements of (S)4.10.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.:

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon and any other distributions (excluding Principal Receipts) (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.34.3 or Section 5.3-2, Custodian shall invest such Interest Receipts on behalf of Xxxxxx Lender as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On Subject to Section 5.3-2, on each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.:

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx Lender as directed by XxxxxxLender. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.:

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx Lender as directed by XxxxxxLender. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Then, subject to clause (y) of Section 18.15, any excess shall be transferred to the TALF Disbursement Account of the Borrower’s Applicable Primary Dealer; provided, however, that with respect to Five- Year Loans, the amount of such excess that shall be so transferred will be limited as specified in the TALF Standing Loan Facility Procedures. Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx Lender has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: First, to the payment of the Monthly Loan Interest Expense Amount (including the Required Monthly Amortization Amount, but only after the balance of the Monthly Loan Interest Expense Amount has been paid in full), via the transfer of such amount to Lender (or its designee) in accordance with Lender’s instructions to Custodian, and Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The Subject to Section 4.9, the unpaid amount of each Monthly Interest Shortfall Amount shall accrue interest, beginning on the Loan Accrual Date on which such Monthly Interest Shortfall Amount was first determined to exist, at a rate per annum equal to the rate applicable to the related Loan, and all such unpaid amounts shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency AmountsAmounts and, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred)17.0, the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. (a) Subject to the provisions of Section 4.92.09, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the outstanding principal amount basis of each Loan shall accrue during each Loan Accrual Period on the actual number of days elapsed over a daily basis on the outstanding principal amount year of such Loan as of each day, 360 days) at a rate per annum equal to (xi) in the case of a Fixed Rate each Eurodollar Standby Loan, the Fixed LIBO Rate applicable theretofor the Interest Period in effect for such Borrowing plus the Applicable Rate, and (yii) in the case of a Floating Rate each Eurodollar Competitive Loan, the Floating LIBO Rate applicable thereto, for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the Borrower pursuant to Section 2.03. Interest on each Eurodollar Borrowing shall be payable in arrears on each applicable Interest Payment Date. The LIBO Rate for each Interest Period shall be computed on determined by the basis of 365 days in a year Administrative Agent, and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and determination shall be conclusive absent manifest error. The Administrative Agent shall promptly (but in any event no later than 10:30 A.M., New York City time, two Business Days prior to the commencement of such Interest Period) (A) advise the Borrower and each Lender, as appropriate, of such determination and (B) upon the request of the Borrower, provide the Borrower with the calculations and relevant factors supporting such determination. 4.9(b) Subject to the provisions of Section 2.09, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when determined with reference to the Prime Rate and over a year of 360 days in all other cases) at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate. At all times during which Xxxxxx has a right Interest on each ABR Borrowing shall be payable on each applicable Interest Payment Date. The Alternate Base Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. The Administrative Agent shall promptly (but in any event no later than 11:30 A.M., New York City time, on the day of recourse against a each ABR Borrowing) (A) advise the Borrower and each Lender of such determination and (B) upon the request of the Borrower, provide the Borrower with respect to a Loan Repayment Amount pursuant the calculations and relevant factors supporting such determination. (c) Subject to the proviso to the first paragraph provisions of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred)2.09, the outstanding principal amount of such each Fixed Rate Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate per annum otherwise applicable to of interest offered by the Lender making such Loan plus and accepted by the Borrower pursuant to Section 2%.

Interest on Loans. 4.1. Subject to Section 4.9(a) Except as otherwise set forth herein, each Loan shall be a LIBOR Rate Loan and shall bear interest on the outstanding unpaid principal amount of thereof from the date made through repayment (whether by acceleration or otherwise) thereof at the Adjusted LIBOR Rate plus the Applicable Margin. Except as otherwise provided herein, each Base Rate Loan shall accrue during each Loan Accrual Period on a daily basis bear interest on the outstanding unpaid principal amount of such Loan thereof at the Base Rate plus the Applicable Margin. (b) The Interest Period shall be selected by the Administrative Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Interest Election Request, as of each day, the case may be. (c) There shall be no more than four (4) Interest Periods outstanding at a rate per annum equal any time. In the event the Administrative Borrower fails to (x) specify an Interest Period in the case of a Fixed Rate Loanapplicable Funding Notice or Interest Election Request, the Fixed Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the LIBOR Rate Loans for which an interest rate is then being determined for the applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, Interest Period and shall be promptly give notice thereof (in writing or by telephone confirmed in writing) to Administrative Borrower and each Lender. (d) Interest payable in arrears on each Payment Date. Interest LIBOR Rate Loans shall be computed on the basis of a 360-day year for the actual number of days elapsed in the period during which it accrues. Interest payable on Base Rate Loans shall be computed on the basis of a year of 365 days (or 366 days in a year leap year), and in each case shall be payable for the actual number of days elapsed (the amount of elapsed. In computing interest accrued during each Loan Accrual Periodon any Loan, the “Monthly date of the making of such Loan shall be included, and the date of payment of such Loan or the expiration date of an Interest Expense Amount”Period applicable to such Loan shall be excluded; provided, that for all purposes of this Agreement if a Loan is repaid on the Monthly Loan Interest Expense Amount with respect to any Loan same day on which it is made, one day’s interest shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts be paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If(e) Except as otherwise set forth herein, with respect interest on each Loan shall be payable in arrears on and to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the each Interest Payment Date applicable Borrower, to that Loan; (ii) upon any prepayment of that Loan, whether voluntary or mandatory, to the Monthly Interest Deficiency Amount extent accrued on the amount being prepaid; and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowersat maturity, including final maturity. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon and any other distributions (excluding Principal Receipts) (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.34.3 or Section 5.3-2, Custodian shall invest such Interest Receipts on behalf of Xxxxxx Lender as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On Subject to Section 5.3-2, on each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: full), via the transfer of such amount to Lender (or its designee) in accordance with Xxxxxx’s instructions to Custodian, and Then, subject to clause (y) of Section 18.15, any excess shall be transferred to the TALF Disbursement Account of the Borrower’s Applicable TALF Agent; provided, however, that with respect to (x) any Three-Year Fixed Rate Loan secured by Legacy CMBS Collateral and (y) any Five Year Loan, the amount of such excess that shall be so transferred will be limited as specified in the TALF Standing Loan Facility Procedures (and any excess not so transferred shall be applied by Custodian to repay the principal amount of the applicable Loan). Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. Required Monthly Amortization Amounts included in Monthly Loan Interest Expense Amount shall be disregarded for purposes of determining “net carry” under the TALF Standing Loan Facility Procedures and any related limitation described in the proviso to clause Then above. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount existexists, Administrator shall promptly notify the Applicable Primary Dealer TALF Agent of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer TALF Agent shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer TALF Agent shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each applicable Payment DateDate for such Loan. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each applicable Loan Accrual Period, (i) with respect to any Loan other than a Floating Rate 30-Day Average SOFR Loan, the “Monthly Loan Interest Expense Amount”; ” (provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto) and (ii) with respect to any Floating Rate 30-Day Average SOFR Loan, the “Quarterly Loan Interest Expense Amount”). 4.2. All amounts paid on the Collateral in respect of interest earned thereon and any other distributions (excluding Principal Receipts) (“Interest Receipts”) shall be received in the Master TALF Collateral AccountAccount or the Borrower Collateral Account in respect of the applicable TALF Agent. Pending the application thereof pursuant to Section 4.34.3 or Section 5.3-1, Custodian shall invest or otherwise apply such Interest Receipts on behalf of Xxxxxx as directed by XxxxxxLender pursuant to the terms of the Collateral Custody and Administration Agreement. Each Borrower hereby acknowledges and agrees that (x) the any earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On (I) With respect to any Loan other than a Floating Rate 30-Day Average SOFR Loan, subject to Section 5.3-1, on each Payment Date and with respect to each such Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: First, to the payment of the Monthly Loan Interest Expense Amount (including the Required Monthly Amortization Amount, but only after the balance of the Monthly Loan Interest Expense Amount has been paid in full), via the transfer of such amount to Lender (or its designee) in accordance with Lender’s instructions to Custodian, and Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each applicable Payment DateDate for such Loan. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each applicable Loan Accrual Period, (i) with respect to any Loan other than a Floating Rate 30-Day Average SOFR Loan, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount ” and (ii) with respect to any Floating Rate 30-Day Average SOFR Loan, the “Quarterly Loan shall also include the Required Monthly Amortization Amount with respect theretoInterest Expense Amount”). 4.2. All amounts paid on the Collateral in respect of interest earned thereon and any other distributions (excluding Principal Receipts) (“Interest Receipts”) shall be received in the Master TALF Collateral AccountAccount or the Borrower Collateral Account in respect of the applicable TALF Agent. Pending the application thereof pursuant to Section 4.34.3 or Section 5.3-1, Custodian shall invest or otherwise apply such Interest Receipts on behalf of Xxxxxx as directed by XxxxxxLender pursuant to the terms of the Collateral Custody and Administration Agreement. Each Borrower hereby acknowledges and agrees that (x) the any earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On (I) With respect to any Loan other than a Floating Rate 30-Day Average SOFR Loan, subject to Section 5.3-1, on each Payment Date and with respect to each such Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.:

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx Lender as directed by XxxxxxLender. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Then, subject to clause (y) of Section 18.15, any excess shall be transferred to the TALF Disbursement Account of the Borrower’s Applicable Primary Dealer; provided, however, that with respect to Five- Year Loans, the amount of such excess that shall be so transferred will be limited as specified in the TALF Standing Loan Facility Procedures (and any excess not so transferred shall be applied by Custodian to repay the principal amount of the applicable Loan). Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx Lender has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Then, subject to clause (y) of Section 18.15, any excess shall be transferred to the TALF Disbursement Account of the Borrower’’s Applicable Primary Dealer; provided, however, that with respect to Five-Year Loans, the amount of such excess that shall be so transferred will be limited as specified in the TALF Standing Loan Facility Procedures (and any excess not so transferred shall be applied by Custodian to repay the principal amount of the applicable Loan). Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon and any other distributions (excluding Principal Receipts) (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.34.3 or Section 5.3-2, Custodian shall invest such Interest Receipts on behalf of Xxxxxx Lender as directed by XxxxxxLender. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On Subject to Section 5.3-2, on each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Then, subject to clause (y) of Section 18.15, any excess shall be transferred to the TALF Disbursement Account of the Borrower’s Applicable Primary Dealer; provided, however, that with respect to (x) any Three-Year Fixed Rate Loan secured by Legacy CMBS Collateral and (y) any Five Year Loan, the amount of such excess that shall be so transferred will be limited as specified in the TALF Standing Loan Facility Procedures (and any excess not so transferred shall be applied by Custodian to repay the principal amount of the applicable Loan). Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. Required Monthly Amortization Amounts included in Monthly Loan Interest Expense Amount shall be disregarded for purposes of determining “net carry” under the TALF Standing Loan Facility Procedures and any related limitation described in the proviso to clause Then above. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx Lender has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: First, to the payment of the Monthly Loan Interest Expense Amount (including the Required Monthly Amortization Amount, but only after the balance of the Monthly Loan Interest Expense Amount has been paid in full), via the transfer of such amount to Lender (or its designee) in accordance with Lender’s instructions to Custodian, and Then, any excess shall be transferred to the TALF Disbursement Account of the Borrower’s Applicable Primary Dealer. Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject (1) The Borrowers shall pay to Section 4.9the Lender interest calculated and payable in accordance with this Article 3, interest both before and after maturity, default and judgment on the outstanding principal amount unpaid Principal Amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on made hereunder from the outstanding principal amount date of the Advance until the Principal Amount of such Loan as of loan is repaid in full, at the following rates per annum: (a) with respect to each dayPrime Rate Loan, at a rate per annum equal to the Prime Rate plus the Prime Rate Margin; (xb) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each CORRA Loan, at the rate per annum equal, at all times during each Interest Receipts in respect of the Collateral securing Period for such Loan that have been received on or before the immediately preceding Determination Date and that are for credit CORRA Loan, to the Loan Accrual sum of Adjusted Term CORRA for such Interest Period most recently completed plus the CORRA Margin; (such amount, the “Monthly Collateral Interest Income Amount”c) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Dateeach Base Rate Loan, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the Base Rate plus the Base Rate Margin; (d) with respect to each US Prime Rate Loan, at a rate per annum otherwise equal to the US Prime Rate plus the US Prime Rate Margin; and (e) with respect to each SOFR Loan, at a rate per annum equal, at all times during each Interest Period for such SOFR Loan, to the sum of Adjusted Term SOFR for such Interest Period SOFR Margin. (2) Each change in the Prime Rate, Base Rate or US Prime Rate announced by the Lender shall result in a corresponding change in the rate of interest payable hereunder for Prime Rate Loans, Base Rate Loans or US Prime Rate Loans, as applicable. (3) Each change in the Applicable Margin resulting from a change in the Fixed Charge Coverage Ratio shall be effective with respect to all Accommodations on the fifth (5th) Business Day after the date that the financial statements and certificates required by Section 13.1(5) are required to be delivered to Lender, based upon the Fixed Charge Coverage Ratio as of the end of the most recent fiscal quarter included in such financial statements so delivered, and shall remain in effect until the date immediately preceding the next required date of delivery of such financial statements and certificates indicating another such change. Notwithstanding the foregoing: (a) in the case of CORRA Loans, a change in the CORRA Margin as of the end of the most recent fiscal quarter will apply on the maturity date of the Interest Period in respect of such CORRA Loan; (b) in the case of SOFR Loans, a change in the SOFR Margin as of the end of the most recent fiscal quarter will apply on the maturity date of the Interest Period in respect of such SOFR Loan; and (c) if Borrower fails to deliver any of the financial statements and certificates as required in accordance with Section 13.1(5), the Applicable Margin shall be deemed to be the rate applicable to in paragraph (a) in each of the definitions of Prime Rate Margin, Base Rate Margin, US Prime Rate Margin, CORRA Margin and SOFR Margin, as applicable, from the date that such Loan plus 2%financial statements and certificates were due, until such financial statements and certificates are delivered. (4) If any Default or Event of Default occurs and is continuing, and the Lender in its discretion so elects, then, while any such Default or Event of Default is continuing, all of the Obligations shall bear interest at the Default Rate applicable thereto.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon and any other distributions (excluding Principal Receipts) (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.34.3 or Section 5.3-2, Custodian shall invest such Interest Receipts on behalf of Xxxxxx Lender as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender Xxxxxx and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On Subject to Section 5.3-2, on each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Then, subject to clause (y) of Section 18.15, any excess shall be transferred to the TALF Disbursement Account of the Borrower’s Applicable TALF Agent; provided, however, that with respect to (x) any Three-Year Fixed Rate Loan secured by Legacy CMBS Collateral and (y) any Five Year Loan, the amount of such excess that shall be so transferred will be limited as specified in the TALF Standing Loan Facility Procedures (and any excess not so transferred shall be applied by Custodian to repay the principal amount of the applicable Loan). Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. Required Monthly Amortization Amounts included in Monthly Loan Interest Expense Amount shall be disregarded for purposes of determining “net carry” under the TALF Standing Loan Facility Procedures and any related limitation described in the proviso to clause Then above. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount existexists, Administrator shall promptly notify the Applicable Primary Dealer TALF Agent of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer TALF Agent shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer TALF Agent shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. Subject to Section 4.9, interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (x) in the case of a Fixed Rate Loan, the Fixed Rate applicable thereto, and (y) in the case of a Floating Rate Loan, the Floating Rate applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender Xxxxxx and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit to the Loan Accrual Period most recently completed (such amount, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Then, subject to clause (y) of Section 18.15, any excess shall be transferred to the TALF Disbursement Account of the Borrower’s Applicable Primary Dealer; provided, however, that with respect to Five- Year Loans, the amount of such excess that shall be so transferred will be limited as specified in the TALF Standing Loan Facility Procedures (and any excess not so transferred shall be applied by Custodian to repay the principal amount of the applicable Loan). Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon shall bear interest at a rate per annum equal to the rate per annum otherwise applicable to such Loan plus 2%.

Interest on Loans. 4.1. (a) Subject to the provisions of Section 4.92.10, the Loans comprising each Eurocurrency Borrowing shall bear interest on the outstanding principal amount of each Loan shall accrue during each Loan Accrual Period on a daily basis on the outstanding principal amount of such Loan as of each day, at a rate per annum equal to (xi) in the case of a Fixed Rate each Eurocurrency Standby Loan, the Fixed LIBO Rate applicable thereto, for the Interest Period in effect for such Borrowing plus the Applicable Percentage from time to time in effect and (yii) in the case of a Floating Rate each Eurocurrency Competitive Loan, the Floating LIBO Rate for the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such Loan and accepted by the applicable thereto, and shall be payable in arrears on each Payment Date. Interest shall be computed on the basis of 365 days in a year and actual days elapsed (the amount of interest accrued during each Loan Accrual Period, the “Monthly Loan Interest Expense Amount”; provided, that for all purposes of this Agreement the Monthly Loan Interest Expense Amount with respect to any Loan shall also include the Required Monthly Amortization Amount with respect thereto). 4.2. All amounts paid on the Collateral in respect of interest earned thereon (“Interest Receipts”) shall be received in the Master TALF Collateral Account. Pending the application thereof Borrower pursuant to Section 4.3, Custodian shall invest such Interest Receipts on behalf of Xxxxxx as directed by Xxxxxx. Each Borrower hereby acknowledges and agrees that (x) the earnings from any such investments shall be for the account of Lender and (y) neither Lender nor Custodian (nor Administrator) shall be obligated to account to any Borrower for any amount other than the Interest Receipts2.03. 4.3. On each Payment Date and with respect to each Loan, all Interest Receipts in respect of the Collateral securing such Loan that have been received on or before the immediately preceding Determination Date and that are for credit (b) Subject to the Loan Accrual Period most recently completed (such amountprovisions of Section 2.10, the “Monthly Collateral Interest Income Amount”) shall be applied as follows: Amounts applied to the payment of the Required Monthly Amortization Amount pursuant to clause First above shall reduce the outstanding principal amount of the applicable Loan. 4.4. If, with respect to any Loan as of any Loan Accrual Date, a Monthly Interest Shortfall Amount and a Monthly Interest Deficiency Amount exist, Administrator shall promptly notify the Applicable Primary Dealer of the existence of such Monthly Interest Deficiency Amount (an “Interest Deficiency Notice”). Such Interest Deficiency Notice shall include (i) the name of the applicable Borrower, (ii) the Monthly Interest Deficiency Amount and (iii) a demand for payment thereof. Each Primary Dealer shall immediately forward all Interest Deficiency Notices to the appropriate Borrowers. 4.5. The unpaid amount of Loans comprising each Monthly Interest Shortfall Amount shall be added to the Monthly Loan Interest Expense Amount for the following Loan Accrual Period. 4.6. Each Primary Dealer shall disburse all amounts transferred to its TALF Disbursement Account pursuant to Section 4.3 in accordance with the instructions of the Borrowers of the applicable Loans; provided that none of Custodian, Administrator or Lender shall have any obligation to ensure that amounts transferred to a TALF Disbursement Account are applied in any manner whatsoever, and, upon their transfer to a TALF Disbursement Account in accordance with Section 4.3, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 4.7. Each Borrower hereby agrees that it shall have no right to receive its portion of any Monthly Collateral Interest Income Amount except as set forth in Section 4.3. 4.8. All calculations in respect of Monthly Loan Interest Expense Amounts, Monthly Collateral Interest Income Amounts, Monthly Interest Shortfall Amounts, Monthly Interest Deficiency Amounts, Monthly Interest Timing Difference Amounts and Required Monthly Amortization Amounts shall be made by Administrator and shall be conclusive absent manifest error. 4.9. At all times during which Xxxxxx has a right of recourse against a Borrower with respect to a Loan Repayment Amount pursuant to the proviso to the first paragraph of Section 17.0 (other than pursuant to clause (4) thereof unless the Maturity Date shall have occurred), the outstanding principal amount of such Loan and any accrued and unpaid interest thereon ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus, at any time when the Applicable Percentage in effect for Eurocurrency Standby Loans shall exceed 1.00% per annum, a percentage equal to such Applicable Percentage minus 1.00% per annum. (c) Subject to the provisions of Section 2.10, each Swingline Loan shall bear interest for each day at a rate determined by JPMEL to represent the average (rounded upwards, if necessary, to the next 1/100th of 1%) overnight cost of funds in the applicable currency on such day of the Swingline Lenders plus the Applicable Percentage that would be used on such day in determining the interest rate applicable to a Eurocurrency Standby Loan. On the Business Day on which any Swingline Loan is requested and on each successive Business Day when any Swingline Loan is to be outstanding, each Swingline Lender will notify JPMEL by telecopy of its overnight cost of funds in the applicable currency by 12:00 noon, Local Time. If such notice shall not be received from any Swingline Lender by 12:00 noon, Local Time, on any day, the overnight cost of funds of such Swingline Lender in the applicable currency for such day shall be conclusively presumed to be equal to JPMEL's overnight cost of funds in such currency on such day. (d) Subject to the provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a rate per annum otherwise equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the Borrower pursuant to Section 2.03. (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that (i) interest on Borrowings denominated in Sterling and (ii) interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days, and in each case shall be payable on each Interest Payment Date applicable to the relevant Loan (except as otherwise provided in this Agreement). The applicable Alternate Base Rate, LIBO Rate or rate applicable to Swingline Loans denominated in a Foreign Currency shall be determined by the Applicable Agent, and such Loan plus 2%determination shall be conclusive absent manifest error.