Common use of Interest Provisions Clause in Contracts

Interest Provisions. (a) Interest on the outstanding principal amount of each Loan shall accrue at a rate per annum equal to the Fixed Rate for such Loan. Interest shall be computed on the basis of a 360-day year consisting of 12 30-day months. On the Interim Interest Payment Date for a Loan, Borrower shall pay interest accruing on such Loan from the applicable Closing Date through and including the last day of the calendar month immediately preceding the applicable Interim Interest Date. Interest accruing on each Loan on and after the Interim Interest Date for such Loan shall be payable on each Payment Date or the date of prepayment, as applicable. (b) Any payment under a Loan Document that is not paid by Borrower on the due date thereof shall, to the extent permissible by law, bear a late charge equal to the lesser of three cents ($.03) per dollar of the delinquent amount or the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt of Lender’s written invoice therefor. (c) Upon the occurrence and during the continuation of any Event of Default or after acceleration, Borrower shall pay interest (i) with respect to all Loans at a rate per annum equal to the rate otherwise in effect plus an additional 3% per annum and (ii) with respect to all other Obligations of Borrower to Lender at a rate per annum equal to the highest Fixed Rate then in effect plus an additional 3% per annum (each such rate, a “Default Rate”). (d) The obligations of Borrower hereunder and under the Notes and the other Loan Documents shall be subject to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be contracted for, charged or received by Lender, and in such event Borrower shall pay such Lender interest and other amounts at the highest rate permitted by applicable law.

Interest Provisions. (a) Interest on the outstanding principal amount of Loans shall accrue and be payable in accordance with this Section 3.2. SECTION 3.2.1. RATE. Pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice, the Borrowers may elect that Loans accrue interest at a rate per annum: (a) on that portion maintained from time to time as a Base Rate Loan, equal to the Alternate Base Rate plus the Applicable Margin from time to time in effect; and (b) on that portion maintained as a LIBO Rate Loan, during each Interest Period applicable thereto, equal to the sum of the LIBO Rate (Reserve Adjusted) for such Interest Period plus the Applicable Margin. All LIBO Rate Loans shall bear interest from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period at the interest rate determined as applicable to such LIBO Rate Loan. SECTION 3.2.2. POST-MATURITY RATES. After (w) the date any principal amount of any Loan shall accrue have become due and payable (whether on the Stated Maturity Date, upon acceleration or otherwise), (x) the date any other monetary Obligation of the Borrowers shall have become due and payable, (y) the date any other Event of Default shall have occurred (and so long as such Event of Default shall be continuing), and (z) the date that is sixty (60) days after a Borrowing Base Deficiency Notification Date or a Collateral Value Deficiency Notification Date, if the applicable Borrowing Base Deficiency or Collateral Value Deficiency has not been cured, the Borrowers shall pay, but only to the extent permitted by Applicable Law, interest (after as well as before judgment) on all Obligations at a rate per annum equal to (a) with respect to LIBO Rate Loans for the period from the date such Loan becomes due and payable to the Fixed end of the then current Interest Period, the higher of (i) the sum of the LIBO Rate (Reserve Adjusted) for such Loan. Interest shall be computed on Period plus the basis Applicable Margin plus a margin of a 360-day year consisting of 12 30-day months. On 3%, or (ii the Interim Interest Payment Date for a Loan, Borrower shall pay interest accruing on such Loan from the applicable Closing Date through and including the last day sum of the calendar month immediately preceding Alternate Base Rate plus the applicable Interim Interest Date. Interest accruing on each Loan on and after the Interim Interest Date for such Loan shall be payable on each Payment Date or the date Applicable Margin plus a margin of prepayment, as applicable.3%; or (b) Any payment under a Loan Document that is not paid by Borrower on in all other cases, the due date thereof shall, to the extent permissible by law, bear a late charge equal to the lesser of three cents ($.03) per dollar sum of the delinquent amount or Alternate Base Rate plus the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt Applicable Margin plus a margin of Lender’s written invoice therefor3%. (c) Upon the occurrence and during the continuation of any Event of Default or after acceleration, Borrower shall pay interest (i) with respect to all Loans at a rate per annum equal to the rate otherwise in effect plus an additional 3% per annum and (ii) with respect to all other Obligations of Borrower to Lender at a rate per annum equal to the highest Fixed Rate then in effect plus an additional 3% per annum (each such rate, a “Default Rate”). (d) The obligations of Borrower hereunder and under the Notes and the other Loan Documents shall be subject to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be contracted for, charged or received by Lender, and in such event Borrower shall pay such Lender interest and other amounts at the highest rate permitted by applicable law.

Interest Provisions. (a) Interest on the outstanding principal amount of Loans shall accrue and be payable in accordance with this SECTION 3.2. SECTION 3.2.1. RATES. (a) Pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice, WWI may elect that Loans comprising a Borrowing accrue interest at a rate per annum: (i) with respect to Revolving Loans and Term A Loans, (A) on that portion maintained from time to time as a Base Rate Loan, equal to the sum of the Alternate Base Rate from time to time in effect plus the Applicable Margin; and (B) on that portion maintained as a LIBO Rate Loan, during each Interest Period applicable thereto, equal to the sum of the LIBO Rate (Reserve Adjusted) for such Interest Period plus the Applicable Margin; and (ii) with respect to Term B Loans, Designated New Term Loans and Term D Loans, (A) on that portion maintained from time to time as a Base Rate Loan, equal to the sum of the Alternate Base Rate from time to time in effect plus the Applicable Margin for such Loans; and (B) on that portion maintained as a LIBO Rate Loan, during each Interest Period applicable thereto, equal to the sum of the LIBO Rate (Reserve Adjusted) for such Interest Period plus the Applicable Margin for such Loans; and (iii) with respect to Swing Line Loans, equal to the sum of the Alternate Base Rate from time to time in effect plus the Applicable Margin. All LIBO Rate Loans shall bear interest from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period at the interest rate determined as applicable to such LIBO Rate Loan. SECTION 3.2.2. POST-MATURITY RATES. After the date any principal amount of any Loan shall accrue have become due and payable (whether on the Stated Maturity Date, upon acceleration or otherwise), or any other monetary Obligation (other than overdue Reimbursement Obligations which shall bear interest as provided in SECTION 2.6.2) of WWI shall have become due and payable, WWI shall pay, but only to the extent permitted by law, interest (after as well as before judgment) on such amounts at a rate per annum equal to: (a) in the case of any overdue principal amount of Loans, overdue interest thereon, overdue commitment fees or other overdue amounts owing in respect of Loans or other obligations (or the related Commitments) under a particular Tranche, the rate that would otherwise be applicable to Base Rate Loans under such Tranche pursuant to SECTION 3.2.1 plus 2%; and (b) in the Fixed case of overdue monetary Obligations (other than as described in CLAUSE (A)), the Alternate Base Rate for plus 4%. SECTION 3.2.3. PAYMENT DATES. Interest accrued on each Loan shall be payable, without duplication: (a) on the Stated Maturity Date therefor; (b) on the date of any payment or prepayment, in whole or in part, of principal outstanding on such Loan. Interest shall be computed ; (c) with respect to Base Rate Loans, in arrears on the basis of a 360-day year consisting of 12 30-day months. On the Interim Interest each Quarterly Payment Date for a Loanoccurring after the date of the initial Borrowing hereunder; (d) with respect to LIBO Rate Loans, Borrower shall pay interest accruing on such Loan from the applicable Closing Date through and including the last day of each applicable Interest Period (and, if such Interest Period shall exceed three months, on the calendar third month immediately preceding the applicable Interim anniversary of such Interest Date. Interest accruing on each Loan on and after the Interim Interest Date for such Loan shall be payable on each Payment Date or the date of prepayment, as applicable.Period); (b) Any payment under a Loan Document that is not paid by Borrower on the due date thereof shall, to the extent permissible by law, bear a late charge equal to the lesser of three cents ($.03) per dollar of the delinquent amount or the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt of Lender’s written invoice therefor. (c) Upon the occurrence and during the continuation of any Event of Default or after acceleration, Borrower shall pay interest (ie) with respect to all any Base Rate Loans at converted into LIBO Rate Loans on a rate per annum equal day when interest would not otherwise have been payable pursuant to CLAUSE (C), on the rate otherwise in effect plus an additional 3% per annum and (ii) with respect to all other Obligations date of Borrower to Lender at a rate per annum equal to the highest Fixed Rate then in effect plus an additional 3% per annum (each such rate, a “Default Rate”).conversion; and (df) The obligations on that portion of Borrower hereunder and any Loans the Stated Maturity Date of which is accelerated pursuant to SECTION 9.2 or SECTION 9.3, immediately upon such acceleration. Interest accrued on Loans, Reimbursement Obligations or other monetary Obligations (other than TLCs) arising under the Notes and the this Agreement or any other Loan Documents Document after the date such amount is due and payable (whether on the Stated Maturity Date, upon acceleration or otherwise) shall be subject to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be contracted for, charged or received by Lender, and in such event Borrower shall pay such Lender interest and other amounts at the highest rate permitted by applicable lawpayable upon demand.

Interest Provisions. (ai) Interest The Borrower shall pay to the Administrative Agent for the account of the Lenders interest on the outstanding principal amount unpaid balance of each Loan shall accrue all Loans until the Maturity Date, at a the following rate per annum equal (x) the LIBO Rate (as in effect from time to time) plus the Fixed Applicable Margin, or (y) the Base Rate for such Loanplus the Applicable Margin. Interest with respect to LIBO Rate Loans shall be computed payable on the basis of a 360-day year consisting of 12 30-day months. On 360 days for the Interim Interest Payment Date for a Loan, Borrower shall pay actual number of days elapsed and interest accruing on such Loan from the applicable Closing Date through and including the last day of the calendar month immediately preceding the applicable Interim Interest Date. Interest accruing on each Loan on and after the Interim Interest Date for such Loan with respect to Base Rate Loans shall be payable on each Payment Date or the date basis of prepaymenta year of 365 days for the actual number of days elapsed. Following the receipt of notice from the Administrative Agent of the occurrence of an Event of Default and as long as such Event of Default is continuing, as applicablethe interest payable by the Borrower on all Loans then outstanding will be equal to the Default Rate. (bii) Any payment under a Loan Document that is not paid by Borrower All interest accrued pursuant to Section 2.2(b)(i) shall be due and payable to the Administrative Agent for the account of the Lenders as follows: (A) with respect to the LIBO Rate Loans: (i) at the end of each LIBO Rate Interest Period and (ii) on the due date thereof shallMaturity Date, and (B) with respect to the extent permissible by law, bear a late charge equal to Base Rate Loans: (i) on each Quarterly Date and (ii) on the lesser of three cents ($.03) per dollar of the delinquent amount or the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt of Lender’s written invoice thereforMaturity Date. (ciii) Upon The Borrower shall have the right, upon delivery of a three (3) Business Days’ prior written notice thereof to the Lender, to convert Loans of one Type into Loans of another Type or to continue Loans of the same Type, subject to Section 2.2(c), provided, however, that, upon the occurrence and during the continuation continuance of any an Event of Default or after accelerationDefault, Borrower shall pay interest (i) with respect the Lender may suspend the Borrower’s right to borrow any LIBO Rate Loans, to convert any Base Rate Loan into a LIBO Rate Loan and/or to continue any LIBO Rate Loans, and all LIBO Rate Loans at a rate per annum equal to the rate otherwise in effect plus an additional 3% per annum and (ii) with respect to all other Obligations of Borrower to Lender at a rate per annum equal to the highest Fixed Rate then in effect plus an additional 3% per annum (each such rate, a “Default Rate”). (d) The obligations of Borrower hereunder and under the Notes and the other Loan Documents outstanding shall be subject to automatically converted (on the limitation that payments last day of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extenteach respective LIBO Rate Interest Period) that contracting for and receiving such payment by Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be contracted for, charged or received by Lender, and in such event Borrower shall pay such Lender interest and other amounts at the highest rate permitted by applicable lawinto Base Rate Loans.

Interest Provisions. (a) Each Note shall bear Interest on from its date of issue at the outstanding principal amount of each Loan shall accrue at a rate per annum specified in the applicable Note, until the Maturity Consideration for such Note is paid or duly made available for payment. Interest payments in respect of the Notes shall equal the amount of Interest accrued from and including the immediately preceding Interest Payment Date in respect of which Interest has been paid or duly made available for payment (or from and including the date of issue, if no Interest has been paid with respect to the Fixed Rate for such Loanapplicable Note) to but excluding the related Interest Payment Date or the Stated Maturity (as specified in the applicable Note), as the case may be. Interest shall be computed payable semi-annually in arrears on each date specified in the Notes on which an instalment of Interest is due and payable and on the basis Stated Maturity. Unless otherwise specified in the Notes, the first payment of Interest on any Note originally issued between a 360-day year consisting of 12 30-day months. On Regular Record Date and the Interim related Interest Payment Date for a Loan, Borrower shall pay interest accruing or on an Interest Payment Date will be made on the Interest Payment Date immediately following the next succeeding Regular Record Date to the holder on such Loan from next succeeding Record Date. The Interest Payment Dates for the Notes shall be specified in the applicable Closing Date through and including the last day of the calendar month immediately preceding the applicable Interim Notes. If any Interest Date. Interest accruing on each Loan on and after the Interim Interest Date for such Loan shall be payable on each Payment Date or the date Stated Maturity of prepayment, as applicable. (b) Any payment under the Notes falls on a Loan Document day that is not paid by Borrower a Business Day, the required payment of Maturity Consideration, Interest and Additional Amounts and other amounts payable under Section 10.4 will be made on the due next succeeding Business Day as if made on the date thereof shallsuch payment was due, and no Interest shall accrue on such payment for the period from and after such Interest Payment Date or the Stated Maturity, as the case may be, to the extent permissible by lawdate of such payment on the next succeeding Business Day. Interest on any Note which is payable, bear a late charge equal and is punctually paid or duly provided for, on any Interest Payment Date shall, if so provided in such Note, be paid to the lesser of three cents Person in whose name that Note ($.03or one or more Predecessor Securities) per dollar is registered as of the delinquent amount or close of business on the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt of Lender’s written invoice therefor. (c) Upon the occurrence and during the continuation of any Event of Default or after acceleration, Borrower shall pay interest (i) Regular Record Date for such Interest in accordance with respect to all Loans at a rate per annum equal to the rate otherwise in effect plus an additional 3% per annum and (ii) with respect to all other Obligations of Borrower to Lender at a rate per annum equal to the highest Fixed Rate then in effect plus an additional 3% per annum (each such rate, a “Default Rate”). (d) The obligations of Borrower hereunder and under the Notes and the other Loan Documents shall be subject to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary Section 3.7. Subject to the provisions of Sections 3.7 and 3.8, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any law applicable other Note shall carry the rights to Lender limiting the highest rate of interest which may be contracted for, charged or received by LenderInterest accrued and unpaid, and in to accrue, which were carried by such event Borrower shall pay such Lender interest and other amounts at the highest rate permitted by applicable lawNote.

Interest Provisions. (a) Interest The Corporation will pay interest on the outstanding principal amount specified on the face of this Note (as adjusted in accordance with Schedule 1 hereto) on each Loan shall accrue Interest Payment Date and at the Maturity Date, commencing on the first Interest Payment Date succeeding December 20, 2017, except as provided on the face hereof, (i) during the Fixed Rate Period, at a fixed rate per annum equal to the Fixed Rate for such Loan. Interest shall be computed on the basis of a 360-day year consisting of 12 30-day months. On the Interim Interest Payment Date for a Loan, Borrower shall pay interest accruing on such Loan from the applicable Closing Date through and including the last day of the calendar month immediately preceding the applicable Interim Interest Date. Interest accruing on each Loan on and after the Interim Interest Date for such Loan shall be payable on each Payment Date or the date of prepayment, as applicable. (b) Any payment under a Loan Document that is not paid by Borrower on the due date thereof shall, to the extent permissible by law, bear a late charge equal to the lesser of three cents ($.03) per dollar of the delinquent amount or the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt of Lender’s written invoice therefor. (c) Upon the occurrence and during the continuation of any Event of Default or after acceleration, Borrower shall pay interest (i) with respect to all Loans at a rate per annum equal to the rate otherwise in effect plus an additional 33.419% per annum and (ii) with respect to all other Obligations of Borrower to Lender during the Floating Rate Period, at a floating rate per annum equal to described in this Section 2 until payment of such principal sum has been made or duly provided for; provided, however, that the highest Fixed Rate then interest rate on this Note will in effect plus an additional 3% per annum (each such rate, a “Default Rate”). (d) The obligations of Borrower hereunder and under no event be higher than the Notes and the other Loan Documents shall be subject to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be contracted for, charged or received by Lender, and in such event Borrower shall pay such Lender interest and other amounts at the highest maximum rate permitted by applicable law. Payments of interest hereon will include interest accrued from, and including, the most recent Interest Payment Date to which interest on this Note (or any predecessor Note) has been paid or duly provided for, or if no interest has been paid, from and including December 20, 2017 to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be (each such period, an “Interest Period”). During the Floating Rate Period, the interest rate of the Notes of this Series will be reset on each Floating Rate Interest Payment Date (each such date, an “Interest Reset Date”), and the interest determination date for determining the new interest rate will be the second London banking day prior to the relevant Interest Reset Date (each such date, an “Interest Determination Date”). Except as described below, this Note will bear interest during the Floating Rate Period at the rate determined by reference to the London interbank offered rate (“LIBOR”) for deposits in U.S. dollars having an index maturity of three months, plus 104 basis points. The interest rate in effect on each day during the Floating Rate Period will be the rate determined by The Bank of New York Mellon Trust Company, N.A., as calculation agent, or any successor calculation agent (the “Calculation Agent”), on the Interest Determination Date. During the Floating Rate Period, the “calculation date” will be the date by which the Calculation Agent computes the amount of interest owed on the Notes of this Series for the related Interest Period, which calculation date will be the Business Day immediately preceding the applicable Interest Payment Date, the Stated Maturity Date, the date of redemption (if any) or such other date on which the entire principal amount of the Notes of this Series is paid, as the case may be. The interest rate in effect on each day during the Floating Rate Period shall be (a) if such day is an Interest Reset Date, the interest rate determined as of the Interest Determination Date pertaining to such Interest Reset Date or (b) if such day is not an Interest Reset Date, the interest rate determined as of the Interest Determination Date pertaining to the immediately preceding Interest Reset Date. The Interest Reset Dates are subject to adjustment in accordance with the business day convention described on the face hereof. During the Floating Rate Period, accrued interest on this Note is calculated by multiplying the principal amount specified on the face hereof (as adjusted in accordance with Schedule 1 hereto) by an accrued interest factor. The accrued interest factor is the sum of the interest factors calculated for each day in the Interest Period for which accrued interest is being calculated and will be computed during the Floating Rate Period on the basis of the actual number of days in the Interest Period or other relevant period divided by 360. All amounts used in or resulting from any calculation on this Note will be rounded to the nearest cent, with one-half cent being rounded upward. All percentages resulting from any calculation are rounded to the nearest one hundred-thousandth of a percent, with five one-millionths of a percentage point rounded upward. For example, 9.876545% (or .09876545) will be rounded to 9.87655% (or .0987655). During the Floating Rate Period, the Calculation Agent shall calculate the interest rate hereon in accordance with the procedures described herein on the applicable Interest Determination Date. At the request of the registered holder hereof, the Calculation Agent will provide to such holder the interest rate hereon then in effect and, if already determined, the interest rate which will become effective as of the next Interest Reset Date.

Interest Provisions. (a) Interest on the outstanding principal amount of Loans shall accrue and be payable in accordance with this SECTION 3.2. SECTION 3.2.1. RATE. Pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice, the Borrower may elect that Loans accrue interest at a rate per annum: (a) on that portion maintained from time to time as a Base Rate Loan, equal to the Alternate Reference Rate plus the Applicable Margin from time to time in effect; and (b) on that portion maintained as a LIBO Rate Loan, during each Interest Period applicable thereto, equal to the sum of the LIBO Rate (Reserve Adjusted) for such Interest Period plus the Applicable Margin. All LIBO Rate Loans shall bear interest from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period at the interest rate determined as applicable to such LIBO Rate Loan. SECTION 3.2.2. POST-MATURITY RATES. After (w) the date any principal amount of any Loan shall accrue have become due and payable (whether on the Stated Maturity Date, upon acceleration or otherwise), (x) the date any other monetary Obligation of the Borrower shall have become due and payable, (y) the date any other Event of Default shall have occurred (and so long as such Event of Default shall be continuing), and (z) the date that is sixty (60) days after a Borrowing Base Deficiency Notification Date or after a Collateral Value Deficiency Notification Date, if the applicable Borrowing Base Deficiency or Collateral Value Deficiency, as applicable, has not been cured, the Borrower shall pay, but only to the extent permitted by Applicable Law, interest (after as well as before judgment) on all Obligations at a rate per annum equal to (a) with respect to LIBO Rate Loans, the Fixed higher of (i) the sum of the LIBO Rate (Reserve Adjusted) for such LoanInterest Period plus the Applicable Margin plus a margin of 3%, or (ii) the sum of the Alternate Reference Rate plus the Applicable Margin plus a margin of 3%; or (b) in all other cases, the sum of the Alternate Reference Rate plus the Applicable Margin plus a margin of 3%. SECTION 3.2.3. PAYMENT DATES. Interest accrued on each Loan shall be computed payable, without duplication: (a) on the basis Stated Maturity Date; (b) on the date of a 360-day year consisting any optional or required payment or prepayment, in whole or in part, of 12 30-day months. On the Interim Interest Payment Date for a Loan, Borrower shall pay interest accruing principal outstanding on such Loan from and on that portion of such Loan so paid or prepaid; (c) with respect to Base Rate Loans, on each Quarterly Payment Date occurring after the applicable Closing Effective Date through and including on each date on which a Base Rate Loan is converted into a LIBO Rate Loan; (d) with respect to LIBO Rate Loans, on the last day of each applicable Interest Period and, if such Interest Period shall exceed three months, on the calendar month ninetieth (90th) day of such Interest Period and on each date on which a LIBO Rate Loan is converted into a Base Rate Loan; and (e) on that portion of any Loans which is accelerated pursuant to SECTION 9.2 or SECTION 9.3, immediately preceding the applicable Interim Interest Dateupon such acceleration. Interest accruing accrued on each Loans or other monetary Obligations arising under this Agreement or any other Loan on and Document after the Interim Interest Date for date such Loan amount shall have become due and payable (whether on the Stated Maturity Date, upon acceleration or otherwise) shall be payable on each Payment Date or the date of prepayment, as applicableupon demand. (b) Any payment under a Loan Document that is not paid by Borrower on the due date thereof shall, to the extent permissible by law, bear a late charge equal to the lesser of three cents ($.03) per dollar of the delinquent amount or the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt of Lender’s written invoice therefor. (c) Upon the occurrence and during the continuation of any Event of Default or after acceleration, Borrower shall pay interest (i) with respect to all Loans at a rate per annum equal to the rate otherwise in effect plus an additional 3% per annum and (ii) with respect to all other Obligations of Borrower to Lender at a rate per annum equal to the highest Fixed Rate then in effect plus an additional 3% per annum (each such rate, a “Default Rate”). (d) The obligations of Borrower hereunder and under the Notes and the other Loan Documents shall be subject to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be contracted for, charged or received by Lender, and in such event Borrower shall pay such Lender interest and other amounts at the highest rate permitted by applicable law.

Interest Provisions. (a) Interest Subject to Section 2.05(e), interest on the outstanding principal amount of each Loan shall accrue during each Interest Period at a rate per annum equal to the Fixed Rate LIBOR for such LoanInterest Period plus the Margin. Interest shall be computed on the basis of a 360-day year consisting and the actual number of 12 30-day monthsdays elapsed. On Interest accruing on each Loan with respect to the Interim Initial Interest Period for such Loan shall be payable on the initial Payment Date for a Loan, Borrower shall pay interest accruing on such Loan from following the applicable Closing Date through and including the last day of the calendar month immediately preceding the applicable Interim Interest Date. Interest accruing on each Loan on and after the Interim Initial Interest Date Period for such Loan shall be payable on each Payment Date thereafter or the date of prepayment, as applicable. (b) Any payment under a Loan Document that is not paid by Borrower on the due date thereof shall, to the extent permissible by law, bear a late charge equal to the lesser of three cents ($.03) per dollar of the delinquent amount or the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt of Lender’s 's written invoice therefor. (c) Upon the occurrence and during the continuation of any Event of Default or after acceleration, Borrower shall pay interest (i) with respect to all Loans at a rate per annum equal to the rate otherwise in effect plus an additional 3% per annum and (ii) with respect to all other Obligations of Borrower to Lender at a rate per annum equal to the highest Fixed Rate LIBOR then in effect plus an additional the sum of the Margin and 3% per annum (each such rate, rate a “"Default Rate”"). (d) The obligations of Borrower hereunder and under the Notes and the other Loan Documents shall be subject to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be contracted for, charged or received by Lender, and in such event Borrower shall pay such Lender interest and other amounts at the highest rate permitted by applicable law. (e) Provided that no Event of Default has occurred and is continuing, on a single occasion with respect to each Loan following the first anniversary of the Initial Closing Date, Borrower may elect, by providing 45 calendar days prior notice to Lender, to convert the interest rate applicable to each such Loan for the entire remaining term thereof from the interest rate set forth in Section 2.05(a) to a fixed rate per annum equal to the sum of (a) the Applicable Interest Swap Fixed Rate, plus (b) the Margin (the "Fixed Rate Conversion"). The conversion described in this Section 2.05(e) shall not be effective unless and until Borrower shall have paid the Fixed Rate Conversion Fee.

Interest Provisions. (a) Interest The Corporation will pay interest on the outstanding principal amount specified on the face of this Note (as adjusted in accordance with Schedule 1 hereto) on each Loan shall accrue Interest Payment Date and at the Maturity Date, commencing on the first Interest Payment Date succeeding December 20, 2017, except as provided on the face hereof, (i) during the Fixed Rate Period, at a fixed rate per annum equal to the Fixed Rate for such Loan. Interest shall be computed on the basis of a 360-day year consisting of 12 30-day months. On the Interim Interest Payment Date for a Loan, Borrower shall pay interest accruing on such Loan from the applicable Closing Date through and including the last day of the calendar month immediately preceding the applicable Interim Interest Date. Interest accruing on each Loan on and after the Interim Interest Date for such Loan shall be payable on each Payment Date or the date of prepayment, as applicable. (b) Any payment under a Loan Document that is not paid by Borrower on the due date thereof shall, to the extent permissible by law, bear a late charge equal to the lesser of three cents ($.03) per dollar of the delinquent amount or the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt of Lender’s written invoice therefor. (c) Upon the occurrence and during the continuation of any Event of Default or after acceleration, Borrower shall pay interest (i) with respect to all Loans at a rate per annum equal to the rate otherwise in effect plus an additional 33.004% per annum and (ii) with respect to all other Obligations of Borrower to Lender during the Floating Rate Period, at a floating rate per annum equal to described in this Section 2 until payment of such principal sum has been made or duly provided for; provided, however, that the highest Fixed Rate then interest rate on this Note will in effect plus an additional 3% per annum (each such rate, a “Default Rate”). (d) The obligations of Borrower hereunder and under no event be higher than the Notes and the other Loan Documents shall be subject to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be contracted for, charged or received by Lender, and in such event Borrower shall pay such Lender interest and other amounts at the highest maximum rate permitted by applicable law. Payments of interest hereon will include interest accrued from, and including, the most recent Interest Payment Date to which interest on this Note (or any predecessor Note) has been paid or duly provided for, or if no interest has been paid, from and including December 20, 2017 to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be (each such period, an “Interest Period”). During the Floating Rate Period, the interest rate of the Notes of this Series will be reset on each Floating Rate Interest Payment Date (each such date, an “Interest Reset Date”), and the interest determination date for determining the new interest rate will be the second London banking day prior to the relevant Interest Reset Date (each such date, an “Interest Determination Date”). Except as described below, this Note will bear interest during the Floating Rate Period at the rate determined by reference to the London interbank offered rate (“LIBOR”) for deposits in U.S. dollars having an index maturity of three months, plus 79 basis points. The interest rate in effect on each day during the Floating Rate Period will be the rate determined by The Bank of New York Mellon Trust Company, N.A., as calculation agent, or any successor calculation agent (the “Calculation Agent”), on the Interest Determination Date. During the Floating Rate Period, the “calculation date” will be the date by which the Calculation Agent computes the amount of interest owed on the Notes of this Series for the related Interest Period, which calculation date will be the Business Day immediately preceding the applicable Interest Payment Date, the Stated Maturity Date, the date of redemption (if any) or such other date on which the entire principal amount of the Notes of this Series is paid, as the case may be. The interest rate in effect on each day during the Floating Rate Period shall be (a) if such day is an Interest Reset Date, the interest rate determined as of the Interest Determination Date pertaining to such Interest Reset Date or (b) if such day is not an Interest Reset Date, the interest rate determined as of the Interest Determination Date pertaining to the immediately preceding Interest Reset Date. The Interest Reset Dates are subject to adjustment in accordance with the business day convention described on the face hereof. During the Floating Rate Period, accrued interest on this Note is calculated by multiplying the principal amount specified on the face hereof (as adjusted in accordance with Schedule 1 hereto) by an accrued interest factor. The accrued interest factor is the sum of the interest factors calculated for each day in the Interest Period for which accrued interest is being calculated and will be computed during the Floating Rate Period on the basis of the actual number of days in the Interest Period or other relevant period divided by 360. All amounts used in or resulting from any calculation on this Note will be rounded to the nearest cent, with one-half cent being rounded upward. All percentages resulting from any calculation are rounded to the nearest one hundred-thousandth of a percent, with five one-millionths of a percentage point rounded upward. For example, 9.876545% (or .09876545) will be rounded to 9.87655% (or .0987655). During the Floating Rate Period, the Calculation Agent shall calculate the interest rate hereon in accordance with the procedures described herein on the applicable Interest Determination Date. At the request of the registered holder hereof, the Calculation Agent will provide to such holder the interest rate hereon then in effect and, if already determined, the interest rate which will become effective as of the next Interest Reset Date.

Interest Provisions. (a) a. The unpaid principal balance of the Loan shall bear interest at a per annum rate equal to 8.75%. Interest on the outstanding principal amount Loan shall be payable monthly, in arrears, on the first day of each calendar month, beginning on the first day of the first full calendar month after the Closing Date. b. Interest on the Loan shall accrue at a rate per annum equal to the Fixed Rate for such Loan. Interest shall be computed calculated on the basis of a year of three hundred sixty (360-day year consisting ) days but charged for the actual number of 12 30-day months. On the Interim Interest Payment Date for a Loan, Borrower shall pay interest accruing on such Loan from the applicable Closing Date through and including the last day of the calendar month immediately preceding the applicable Interim Interest Date. Interest accruing on each Loan on and after the Interim Interest Date for such Loan shall be payable on each Payment Date or the date of prepayment, as applicabledays elapsed. (b) Any payment under a Loan Document that is not paid by Borrower on the due date thereof shall, c. Except to the extent permissible prohibited by law, bear a late charge equal to the lesser of three cents ($.03) per dollar of the delinquent amount or the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt of Lender’s written invoice therefor. (c) Upon after the occurrence and during the continuation continuance of any an Event of Default or hereunder, the per annum effective rate of interest on the Loan shall be the fixed rate otherwise applicable hereunder plus five percent. Such increase may be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lender is a reasonable estimate of Lender's damages and is not a penalty. d. All contractual rates of interest chargeable on the outstanding principal under the Loan shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, Borrower judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence. e. In no contingency or event whatsoever shall pay the aggregate of all amounts deemed interest (i) with respect to all Loans at a rate per annum equal hereunder and charged or collected pursuant to the rate otherwise in effect plus an additional 3% per annum and (ii) with respect to all other Obligations terms of Borrower to Lender at a rate per annum equal to the highest Fixed Rate then in effect plus an additional 3% per annum (each such rate, a “Default Rate”). (d) The obligations of Borrower hereunder and under the Notes and the other Loan Documents shall be subject to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary to the provisions of any law applicable to Lender limiting this Agreement exceed the highest rate permissible under any law which a court of interest which may be contracted forcompetent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received by Lenderinterest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and in set off such event Borrower excess interest received by Lender against other Obligations due or to become due and such rate shall pay such Lender interest and other amounts at automatically be reduced to the highest maximum rate permitted by applicable such law.

Interest Provisions. (a) Interest on the outstanding principal amount of Loans shall accrue and be payable in accordance with this SECTION 3.2. SECTION 3.2.1. RATES. Pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice, WWI may elect that Loans comprising a Borrowing accrue interest at a rate per annum: (i) with respect to Revolving Loans and Term A Loans: (A) on that portion maintained from time to time as a Base Rate Loan, equal to the sum of the Alternate Base Rate from time to time in effect plus the Applicable Margin; and (B) on that portion maintained as a LIBO Rate Loan, during each Interest Period applicable thereto, equal to the sum of the LIBO Rate (Reserve Adjusted) for such Interest Period plus the Applicable Margin. (ii) with respect to Additional Term B Loans and Designated New Term Loans: (A) on that portion maintained from time to time as a Base Rate Loan, equal to the sum of the Alternate Base Rate from time to time in effect plus the Applicable Margin for such Loans; and (B) on that portion maintained as a LIBO Rate Loan, during each Interest Period applicable thereto, equal to the sum of the LIBO Rate (Reserve Adjusted) for such Interest Period plus the Applicable Margin for such Loans; and (iii) with respect to Swing Line Loans, equal to the sum of the Alternate Base Rate from time to time in effect plus the Applicable Margin. All LIBO Rate Loans shall bear interest from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period at the interest rate determined as applicable to such LIBO Rate Loan. SECTION 3.2.2. POST-MATURITY RATES. After the date any principal amount of any Loan shall accrue have become due and payable (whether on the Stated Maturity Date, upon acceleration or otherwise), or any other monetary Obligation (other than overdue Reimbursement Obligations which shall bear interest as provided in SECTION 2.6.2) of WWI shall have become due and payable, WWI shall pay, but only to the extent permitted by law, interest (after as well as before judgment) on such amounts at a rate per annum equal to: (a) in the case of any overdue principal amount of Loans, overdue interest thereon, overdue commitment fees or other overdue amounts owing in respect of Loans or other obligations (or the related Commitments) under a particular Tranche, the rate that would otherwise be applicable to Base Rate Loans under such Tranche pursuant to SECTION 3.2.1 plus 2%; and (b) in the Fixed case of overdue monetary Obligations (other than as described in CLAUSE (a)), the Alternate Base Rate for plus 4%. SECTION 3.2.3. PAYMENT DATES. Interest accrued on each Loan shall be payable, without duplication: (a) on the Stated Maturity Date therefor; (b) on the date of any payment or prepayment, in whole or in part, of principal outstanding on such Loan. Interest shall be computed ; (c) with respect to Base Rate Loans, in arrears on the basis of a 360-day year consisting of 12 30-day months. On the Interim Interest each Quarterly Payment Date for a Loanoccurring after the date of the initial Borrowing hereunder; (d) with respect to LIBO Rate Loans, Borrower shall pay interest accruing on such Loan from the applicable Closing Date through and including the last day of each applicable Interest Period (and, if such Interest Period shall exceed three months, on the calendar third month immediately preceding the applicable Interim anniversary of such Interest Date. Interest accruing on each Loan on and after the Interim Interest Date for such Loan shall be payable on each Payment Date or the date of prepayment, as applicable.Period); (b) Any payment under a Loan Document that is not paid by Borrower on the due date thereof shall, to the extent permissible by law, bear a late charge equal to the lesser of three cents ($.03) per dollar of the delinquent amount or the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt of Lender’s written invoice therefor. (c) Upon the occurrence and during the continuation of any Event of Default or after acceleration, Borrower shall pay interest (ie) with respect to all any Base Rate Loans at converted into LIBO Rate Loans on a rate per annum equal day when interest would not otherwise have been payable pursuant to CLAUSE (c), on the rate otherwise in effect plus an additional 3% per annum and (ii) with respect to all other Obligations date of Borrower to Lender at a rate per annum equal to the highest Fixed Rate then in effect plus an additional 3% per annum (each such rate, a “Default Rate”).conversion; and (df) The obligations on that portion of Borrower hereunder and any Loans the Stated Maturity Date of which is accelerated pursuant to SECTION 9.2 or SECTION 9.3, immediately upon such acceleration. Interest accrued on Loans, Reimbursement Obligations or other monetary Obligations (other than Additional TLCs) arising under the Notes and the this Agreement or any other Loan Documents Document after the date such -50- amount is due and payable (whether on the Stated Maturity Date, upon acceleration or otherwise) shall be subject to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be contracted for, charged or received by Lender, and in such event Borrower shall pay such Lender interest and other amounts at the highest rate permitted by applicable lawpayable upon demand.

Interest Provisions. Interest on the principal amount of Liquidity Advances Outstanding shall accrue and be payable in accordance with this Section 4.2. SECTION 4.2.1. Rates. (a) Interest on the outstanding principal amount of each Loan shall Pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice, NFC may elect that Liquidity Advances comprising a Borrowing accrue interest at a rate per annum annum: (i) on that portion maintained from time to time as a Base Rate Advance, equal to the Fixed Base Rate from time to time in effect; or (ii) on that portion maintained as a LIBOR Advance, during each Interest Period applicable thereto, equal to the sum of the LIBOR for such Loan. Interest shall be computed on the basis Period plus a margin of a 360-day year consisting of 12 30-day months. On the Interim Interest Payment Date for a Loan, Borrower shall pay interest accruing on such Loan from the applicable Closing Date through and including the last day of the calendar month immediately preceding the applicable Interim Interest Date. Interest accruing on each Loan on and after the Interim Interest Date for such Loan shall be payable on each Payment Date or the date of prepayment, as applicable0.75% per annum. (b) Any payment If any Liquidity Lender shall determine in good faith that reserves under Regulation D of the Board of Governors of the Federal Reserve System ("Regulation D") are required to be maintained by it in respect of, or that a Loan Document that portion of its costs of maintaining reserves under Regulation D is not paid by Borrower properly attributable to, one or more of its LIBOR Advances, NFC shall pay to such Liquidity Lender additional interest on the due unpaid principal amount of each such LIBOR Advance from the date thereof shallsuch reserves were required to be maintained until such principal amount is paid in full or converted into a Base Rate Advance, to the extent permissible by law, bear a late charge equal to the lesser of three cents ($.03) per dollar of the delinquent amount or the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt of Lender’s written invoice therefor. (c) Upon the occurrence and during the continuation of any Event of Default or after acceleration, Borrower shall pay at an interest (i) with respect to all Loans at a rate per annum equal at all times to the rate otherwise in effect plus an additional 3% per annum and remainder obtained by subtracting (i) LIBOR for the Interest Period for such LIBOR Advance from (ii) with respect to all other Obligations of Borrower to Lender at a the rate per annum obtained by dividing such LIBOR by an amount equal to one minus the highest Fixed Rate then in effect plus an LIBOR Reserve Percentage (expressed as a decimal) of such Liquidity Lender for such LIBOR Interest Period. Any Liquidity Lender claiming any additional 3% per annum interest payable pursuant to this clause (each such rateb) shall provide a written certificate to the Liquidity Agent, a “Default Rate”). (d) The obligations of Borrower hereunder and under the Notes NFC and the other Loan Documents shall be subject Rating Agencies setting forth the amount of such additional interest and reasonable detail as to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be contracted for, charged or received by Lender, and in such event Borrower calculation thereof. NFC shall pay such Liquidity Lender interest and other amounts at the highest rate permitted by applicable lawamount shown as due on any such certificate within 30 days following the date on which such certificate was delivered to NFC.

Interest Provisions. (a) Each Third Series Notes shall bear Interest on from its date of issue at the outstanding principal rate of 5.99% per annum, until the Maturity Consideration for such Third Series Notes is paid or duly made available for payment. Interest payments in respect of the Third Series Notes shall equal the amount of each Loan shall accrue at a rate per annum equal Interest accrued from and including the immediately preceding Interest Payment Date in respect of which Interest has been paid or duly made available for payment (or from and including the date of issue, if no Interest has been paid with respect to the Fixed Rate for such Loanapplicable Third Series Note) to but excluding the related Interest Payment Date or the Stated Maturity (as specified in the applicable Third Series Note), as the case may be. Interest shall be computed payable semi-annually in arrears on each date specified in the Third Series Notes on which an instalment of Interest is due and payable and on the basis Stated Maturity. Unless otherwise specified in the Third Series Notes, the first payment of Interest on any Third Series Note originally issued between a 360-day year consisting of 12 30-day months. On Regular Record Date and the Interim related Interest Payment Date for a Loan, Borrower shall pay interest accruing or on an Interest Payment Date will be made on the Interest Payment Date immediately following the next succeeding Regular Record Date to the holder on such Loan from next succeeding Record Date. The Interest Payment Dates for the Third Series Notes shall be specified in the applicable Closing Date through and including the last day of the calendar month immediately preceding the applicable Interim Third Series Notes. If any Interest Date. Interest accruing on each Loan on and after the Interim Interest Date for such Loan shall be payable on each Payment Date or the date Stated Maturity of prepayment, as applicable. (b) Any payment under the Third Series Notes falls on a Loan Document day that is not paid by Borrower a Business Day, the required payment of Maturity Consideration, Interest and Additional Amounts and other amounts payable under Section 10.4 of the Indenture will be made on the due next succeeding Business Day as if made on the date thereof shallsuch payment was due, and no Interest shall accrue on such payment for the period from and after such Interest Payment Date or the Stated Maturity, as the case may be, to the extent permissible by lawdate of such payment on the next succeeding Business Day. Interest on any Third Series Note which is payable, bear a late charge equal and is punctually paid or duly provided for, on any Interest Payment Date shall, if so provided in such Third Series Note, be paid to the lesser of three cents Person in whose name that Third Series Note ($.03or one or more Predecessor Securities) per dollar is registered as of the delinquent amount or close of business on the lawful maximum, and Borrower shall be obligated to pay Regular Record Date for such Interest in accordance with Section 3.7 of the same immediately upon receipt of Lender’s written invoice therefor. (c) Upon the occurrence and during the continuation of any Event of Default or after acceleration, Borrower shall pay interest (i) with respect to all Loans at a rate per annum equal to the rate otherwise in effect plus an additional 3% per annum and (ii) with respect to all other Obligations of Borrower to Lender at a rate per annum equal to the highest Fixed Rate then in effect plus an additional 3% per annum (each such rate, a “Default Rate”). (d) The obligations of Borrower hereunder and under the Notes and the other Loan Documents shall be subject to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary Indenture. Subject to the provisions of Sections 3.7 and 3.8 of the Indenture, each Third Series Note delivered under this supplemental indenture upon registration of transfer of or in exchange for or in lieu of any law applicable other Third Series Note shall carry the rights to Lender limiting the highest rate of interest which may be contracted for, charged or received by LenderInterest accrued and unpaid, and in to accrue, which were carried by such event Borrower shall pay such Lender interest and other amounts at the highest rate permitted by applicable lawThird Series Note.

Interest Provisions. (a) Interest on the outstanding principal amount of each Loan the Loans shall accrue and be payable in accordance with the terms set forth below. SECTION 3.2.1. RATES. Subject to SECTION 2.3.2, pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice, the applicable Borrower may elect that the Loans comprising a Borrowing accrue interest: (a) for each day on which such Loans are maintained as Base Rate Loans, at a rate per annum equal to the Fixed sum of the Alternate Base Rate in effect for such Loan. Interest shall be computed day plus the Applicable Margin for such day; and (b) on the basis that portion of any Loans maintained as a 360-day year consisting of 12 30-day months. On the Interim Interest Payment Date for a LIBO Rate Loan, Borrower for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of the LIBO Rate (Reserve Adjusted) for such Interest Period plus the Applicable Margin for such day. All LIBO Rate Loans shall pay bear interest accruing on such Loan from and including the first day of the applicable Closing Date through and including Interest Period to (but not including) the last day of such Interest Period at the calendar month immediately preceding interest rate determined as applicable to such LIBO Rate Loan. SECTION 3.2.2. POST-DEFAULT RATES. After the date any principal amount of any Loan shall have become due and payable (whether on the applicable Interim Interest Stated Maturity Date. Interest accruing on each Loan on , upon acceleration or otherwise), or any other monetary Obligation of any Borrower shall have become due and after payable, the Interim Interest Date for such Loan Borrowers shall be payable on each Payment Date or the date of prepaymentpay, as applicable. (b) Any payment under a Loan Document that is not paid by Borrower on the due date thereof shall, but only to the extent permissible permitted by law, bear a late charge equal to the lesser of three cents ($.03) per dollar of the delinquent amount or the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt of Lender’s written invoice therefor. (c) Upon the occurrence and during the continuation of any Event of Default or after acceleration, Borrower shall pay interest (iafter as well as before judgment) with respect to all Loans on such amounts at a rate per annum equal to the rate that would otherwise be applicable to Base Rate Loans plus 2%. SECTION 3.2.3. PAYMENT DATES. Interest accrued on each Loan shall be payable, without duplication: (a) on the Commitment Termination Date; (b) in effect plus an additional 3% per annum and the case of a LIBO Rate Loan, on the date of any payment or prepayment, in whole or in part, of principal outstanding on such Loan on the principal amount so paid or prepaid; (iic) with respect to all other Obligations of Borrower to Lender at a rate per annum equal to the highest Fixed Base Rate then in effect plus an additional 3% per annum (Loans, on each such rateQuarterly Payment Date occurring on or after June 30, a “Default Rate”).2002; (d) The obligations with respect to LIBO Rate Loans, on the last day of Borrower hereunder each applicable Interest Period (and, if such Interest Period shall exceed three months, on the date occurring on each three-month interval occurring after the first day of such Interest Period); and (e) with respect to the principal amount of any Base Rate Loans converted into LIBO Rate Loans on a day when interest would not otherwise have been payable pursuant to CLAUSE (c), on the date of such conversion. Interest accrued on Loans or other monetary Obligations after the date such amount is due and under payable (whether on the Notes and the other Loan Documents stated maturity date, upon acceleration or otherwise) shall be subject to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be contracted for, charged or received by Lender, and in such event Borrower shall pay such Lender interest and other amounts at the highest rate permitted by applicable lawpayable upon demand.

Interest Provisions. (a) Each Second Series Notes shall bear Interest on from its date of issue at the outstanding principal rate of 5.18 % per annum, until the Maturity Consideration for such Second Series Notes is paid or duly made available for payment. Interest payments in respect of the Second Series Notes shall equal the amount of each Loan shall accrue at a rate per annum equal Interest accrued from and including the immediately preceding Interest Payment Date in respect of which Interest has been paid or duly made available for payment (or from and including the date of issue, if no Interest has been paid with respect to the Fixed Rate for such Loanapplicable Second Series Note) to but excluding the related Interest Payment Date or the Stated Maturity (as specified in the applicable Second Series Note), as the case may be. Interest shall be computed payable semi-annually in arrears on each date specified in the Second Series Notes on which an instalment of Interest is due and payable and on the basis Stated Maturity. Unless otherwise specified in the Second Series Notes, the first payment of Interest on any Second Series Note originally issued between a 360-day year consisting of 12 30-day months. On Regular Record Date and the Interim related Interest Payment Date for a Loan, Borrower shall pay interest accruing or on an Interest Payment Date will be made on the Interest Payment Date immediately following the next succeeding Regular Record Date to the holder on such Loan from next succeeding Record Date. The Interest Payment Dates for the Second Series Notes shall be specified in the applicable Closing Date through and including the last day of the calendar month immediately preceding the applicable Interim Second Series Notes. If any Interest Date. Interest accruing on each Loan on and after the Interim Interest Date for such Loan shall be payable on each Payment Date or the date Stated Maturity of prepayment, as applicable. (b) Any payment under the Second Series Notes falls on a Loan Document day that is not paid by Borrower a Business Day, the required payment of Maturity Consideration, Interest and Additional Amounts and other amounts payable under Section 10.4 of the Indenture will be made on the due next succeeding Business Day as if made on the date thereof shallsuch payment was due, and no Interest shall accrue on such payment for the period from and after such Interest Payment Date or the Stated Maturity, as the case may be, to the extent permissible by lawdate of such payment on the next succeeding Business Day. Interest on any Second Series Note which is payable, bear a late charge equal and is punctually paid or duly provided for, on any Interest Payment Date shall, if so provided in such Second Series Note, be paid to the lesser of three cents Person in whose name that Second Series Note ($.03or one or more Predecessor Securities) per dollar is registered as of the delinquent amount or close of business on the lawful maximum, and Borrower shall be obligated to pay Regular Record Date for such Interest in accordance with Section 3.7 of the same immediately upon receipt of Lender’s written invoice therefor. (c) Upon the occurrence and during the continuation of any Event of Default or after acceleration, Borrower shall pay interest (i) with respect to all Loans at a rate per annum equal to the rate otherwise in effect plus an additional 3% per annum and (ii) with respect to all other Obligations of Borrower to Lender at a rate per annum equal to the highest Fixed Rate then in effect plus an additional 3% per annum (each such rate, a “Default Rate”). (d) The obligations of Borrower hereunder and under the Notes and the other Loan Documents shall be subject to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary Indenture. Subject to the provisions of Sections 3.7 and 3.8 of the Indenture, each Second Series Note delivered under this supplemental indenture upon registration of transfer of or in exchange for or in lieu of any law applicable other Second Series Note shall carry the rights to Lender limiting the highest rate of interest which may be contracted for, charged or received by LenderInterest accrued and unpaid, and in to accrue, which were carried by such event Borrower shall pay such Lender interest and other amounts at the highest rate permitted by applicable lawSecond Series Note.

Interest Provisions. Interest on the principal amount of Liquidity Advances Outstanding shall accrue and be payable in accordance with this Section 4.2. SECTION 4.2.1. Rates. (a) Interest on the outstanding principal amount of each Loan shall Pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice, DTFC may elect that Liquidity Advances comprising a Borrowing accrue interest at a rate per annum annum: (i) on that portion maintained from time to time as a Base Rate Advance, equal to the Fixed Base Rate from time to time in effect; or (ii) on that portion maintained as a Eurodollar Advance, during each Interest Period applicable thereto, equal to the Eurodollar Rate (Reserve Adjusted) for such Loan. Interest shall be computed on the basis of a 360-day year consisting of 12 30-day months. On the Interim Interest Payment Date for a Loan, Borrower shall pay interest accruing on such Loan from the applicable Closing Date through and including the last day of the calendar month immediately preceding the applicable Interim Interest Date. Interest accruing on each Loan on and after the Interim Interest Date for such Loan shall be payable on each Payment Date or the date of prepayment, as applicablePeriod. (b) Any payment If any Liquidity Lender shall determine in good faith that reserves under Regulation D of the Board of Governors of the Federal Reserve System ("Regulation D") are required to be maintained by it in respect of, or that a Loan Document that portion of its costs of maintaining reserves under Regulation D is not paid by Borrower properly attributable to, one or more of its Eurodollar Advances, DTFC shall pay to such Liquidity Lender additional interest on the due unpaid principal amount of each such Eurodollar Advance from the date thereof shallsuch reserves were required to be maintained until such principal amount is paid in full or converted into a Base Rate Advance, to the extent permissible by law, bear a late charge equal to the lesser of three cents ($.03) per dollar of the delinquent amount or the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt of Lender’s written invoice therefor. (c) Upon the occurrence and during the continuation of any Event of Default or after acceleration, Borrower shall pay at an interest (i) with respect to all Loans at a rate per annum equal at all times to the rate otherwise in effect plus an additional 3% per annum and remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Eurodollar Advance from (ii) with respect to all other Obligations of Borrower to Lender at a the rate per annum obtained by dividing such Eurodollar Rate by an amount equal to one minus the highest Fixed Rate then in effect plus an Eurodollar Reserve Percentage (expressed as a decimal) of such Liquidity Lender for such Eurodollar Interest Period. Any Liquidity Lender claiming any additional 3% per annum interest payable pursuant to this clause (each such rateb) shall provide a written certificate to the Liquidity Agent, a “Default Rate”). (d) The obligations of Borrower hereunder and under the Notes DTFC and the other Loan Documents shall be subject Rating Agencies setting forth the amount of such additional interest and reasonable detail as to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be contracted for, charged or received by Lender, and in such event Borrower calculation thereof. DTFC shall pay such Liquidity Lender interest and other amounts at the highest rate permitted by applicable lawamount shown as due on any such certificate within 30 days following the date on which such certificate was delivered to DTFC.

Interest Provisions. (a) Interest on the outstanding principal amount of each Loan the Note shall accrue at a rate per annum equal to the Fixed Rate for such LoanRate. Interest shall be computed on the basis of a 360-day year consisting of 12 twelve (12) 30-day months. On the Interim Interest Payment Date for a LoanDate, Borrower Borrowers shall jointly and severally pay interest accruing on such Loan the outstanding principal amount of the Note from the applicable Closing Date through and including the last day of the calendar month immediately preceding the applicable Interim Interest Date. Interest accruing on each Loan the outstanding principal amount of the Note on and after the Interim Interest Date for such Loan shall be payable on the first Business Day of each Payment Date calendar quarter or the date of prepayment, as applicable. (b) Any payment under a the Note or any other Loan Document that is not paid by Borrower Borrowers on the due date thereof shall, to the extent permissible by law, bear a late charge equal to the lesser of three cents ($.03) per dollar of the delinquent amount or the lawful maximum, and Borrower Borrowers shall jointly and severally be obligated to pay the same immediately upon receipt of Lender’s 's written invoice therefor. (c) Upon the occurrence and during the continuation of any Event of Default or after acceleration, Borrower Borrowers shall jointly and severally pay interest (i) with respect to all Loans the outstanding principal amount of the Note at a rate per annum equal to the rate otherwise in effect plus an additional three percent (3% %) per annum and (ii) with respect to all other Obligations of any Borrower to Lender at a rate per annum equal to the highest Fixed Rate then in effect plus an additional 3% per annum (each such rate, a “"Default Rate”"). (d) The obligations of Borrower Borrowers hereunder and under the Notes Note and the other Loan Documents shall be subject to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be contracted for, charged or received by Lender, and in such event Borrower Borrowers jointly and severally shall pay such Lender interest and other amounts at the highest rate permitted by applicable law.

Interest Provisions. Interest on the principal amount of Liquidity Advances Outstanding shall accrue and be payable in accordance with this Section 4.2. SECTION 4.2.1. Rates. (a) Interest on the outstanding principal amount of each Loan shall Pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice, RFC may elect that Liquidity Advances comprising a Borrowing accrue interest at a rate per annum annum: (i) on that portion maintained from time to time as a Base Rate Advance, equal to the Fixed Base Rate from time to time in effect; or (ii) on that portion maintained as a Eurodollar Advance, during each Interest Period applicable thereto, equal to the Eurodollar Rate (Reserve Adjusted) for such Loan. Interest shall be computed on the basis of a 360-day year consisting of 12 30-day months. On the Interim Interest Payment Date for a Loan, Borrower shall pay interest accruing on such Loan from the applicable Closing Date through and including the last day of the calendar month immediately preceding the applicable Interim Interest Date. Interest accruing on each Loan on and after the Interim Interest Date for such Loan shall be payable on each Payment Date or the date of prepayment, as applicablePeriod. (b) Any payment If any Liquidity Lender shall determine in good faith that reserves under Regulation D of the Board of Governors of the Federal Reserve System ("Regulation D") are required to be maintained by it in respect of, or that a Loan Document that portion of its costs of maintaining reserves under Regulation D is not paid by Borrower properly attributable to, one or more of its Eurodollar Advances, RFC shall pay to such Liquidity Lender additional interest on the due unpaid principal amount of each such Eurodollar Advance from the date thereof shallsuch reserves were required to be maintained until such principal amount is paid in full or converted into a Base Rate Advance, to the extent permissible by law, bear a late charge equal to the lesser of three cents ($.03) per dollar of the delinquent amount or the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt of Lender’s written invoice therefor. (c) Upon the occurrence and during the continuation of any Event of Default or after acceleration, Borrower shall pay at an interest (i) with respect to all Loans at a rate per annum equal at all times to the rate otherwise in effect plus an additional 3% per annum and remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Eurodollar Advance from (ii) with respect to all other Obligations of Borrower to Lender at a the rate per annum obtained by dividing such Eurodollar Rate by an amount equal to one minus the highest Fixed Rate then in effect plus an Eurodollar Reserve Percentage (expressed as a decimal) of such Liquidity Lender for such Interest Period. Any Liquidity Lender claiming any additional 3% per annum interest payable pursuant to this clause (each such rateb) shall provide a written certificate to the Series 1997-1 Liquidity Agent, a “Default Rate”). (d) The obligations of Borrower hereunder and under the Notes RFC and the other Loan Documents shall be subject Rating Agencies setting forth the amount of such additional interest and reasonable detail as to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be contracted for, charged or received by Lender, and in such event Borrower calculation thereof. RFC shall pay such Liquidity Lender interest and other amounts at the highest rate permitted by applicable lawamount shown as due on any such certificate within thirty (30) days following the date on which such certificate was delivered to RFC.

Interest Provisions. (a) Interest on the outstanding principal amount of Loans shall accrue and be payable in accordance with this Section 3.2. SECTION 3.2.1. RATE. Pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice, the Borrowers may elect that Loans accrue interest at a rate per annum: (a) on that portion maintained from time to time as a Base Rate Loan, equal to the Alternate Base Rate plus the Applicable Margin from time to time in effect; and (b) on that portion maintained as a LIBO Rate Loan, during each Interest Period applicable thereto, equal to the sum of the LIBO Rate (Reserve Adjusted) for such Interest Period plus the Applicable Margin. All LIBO Rate Loans shall bear interest from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period at the interest rate determined as applicable to such LIBO Rate Loan. SECTION 3.2.2. POST-MATURITY RATES. After the date any principal amount of any Loan shall accrue have become due and payable (whether on the Stated Maturity Date, upon acceleration or otherwise), after any other monetary Obligation of the Borrowers shall have become due and payable, and after the date any other Event of Default shall have occurred (and so long as such Event of Default shall be continuing), the Borrowers shall pay, but only to the extent permitted by Applicable Law, interest (after as well as before judgment) on all Obligations at a rate per annum equal to (a) with respect to LIBO Rate Loans for the period from the date such Loan becomes due and payable to the Fixed end of the then current Interest Period, the higher of (i) the sum of the LIBO Rate (Reserve Adjusted) for such Loan. Interest shall be computed on Period plus the basis Applicable Margin plus a margin of a 360-day year consisting of 12 30-day months. On 3%, or (ii) the Interim Interest Payment Date for a Loan, Borrower shall pay interest accruing on such Loan from the applicable Closing Date through and including the last day sum of the calendar month immediately preceding Alternate Base Rate plus the applicable Interim Interest Date. Interest accruing on each Loan on and after the Interim Interest Date for such Loan shall be payable on each Payment Date or the date Applicable Margin plus a margin of prepayment, as applicable.3%; or (b) Any payment under a Loan Document that is not paid by Borrower on in all other cases, the due date thereof shall, to the extent permissible by law, bear a late charge equal to the lesser of three cents ($.03) per dollar sum of the delinquent amount or Alternate Base Rate plus the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt Applicable Margin plus a margin of Lender’s written invoice therefor3%. (c) Upon the occurrence and during the continuation of any Event of Default or after acceleration, Borrower shall pay interest (i) with respect to all Loans at a rate per annum equal to the rate otherwise in effect plus an additional 3% per annum and (ii) with respect to all other Obligations of Borrower to Lender at a rate per annum equal to the highest Fixed Rate then in effect plus an additional 3% per annum (each such rate, a “Default Rate”). (d) The obligations of Borrower hereunder and under the Notes and the other Loan Documents shall be subject to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be contracted for, charged or received by Lender, and in such event Borrower shall pay such Lender interest and other amounts at the highest rate permitted by applicable law.

Interest Provisions. (a) Interest on the outstanding principal amount of each Loan Loans shall accrue and be payable in accordance with the terms set forth below. SECTION 3.2.1. RATES. Pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice, each Borrower may elect that Loans comprising a Borrowing accrue interest at a rate per annum: -38- (a) on that portion maintained from time to time as a Base Rate Loan, equal to the sum of the Alternate Base Rate from time to time in effect plus the Applicable Margin; and (b) on that portion maintained as a LIBO Rate Loan, during each Interest Period applicable thereto, equal to the sum of the LIBO Rate (Reserve Adjusted) for such Interest Period plus the Applicable Margin. All LIBO Rate Loans shall bear interest from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period at the interest rate determined as applicable to such LIBO Rate Loan. SECTION 3.2.2. POST-MATURITY RATES. After the date any principal amount of any Loan or Reimbursement Obligation is due and payable (whether on the Stated Maturity Date, upon acceleration or otherwise), or after any other monetary Obligation of either Borrower shall have become due and payable, such Borrower shall pay, but only to the extent permitted by law, interest (after as well as before judgment) on such amounts at a rate per annum equal to (a) in the Fixed case of overdue principal on any Loan, the rate of interest that otherwise would be applicable to such Loan PLUS 2% per annum; and (b) in the case of overdue interest, fees, and other monetary Obligations, the Alternate Base Rate for such LoanPLUS 2% per annum. SECTION 3.2.3. PAYMENT DATES. Interest accrued on each Loan shall be computed payable, without duplication: (a) on the basis Stated Maturity Date therefor; (b) on the date of a 360-day year consisting any payment or prepayment, in whole or in part, of 12 30-day months. On the Interim Interest Payment Date for a Loan, Borrower shall pay interest accruing principal outstanding on such Loan from on the applicable Closing principal amount so paid or prepaid; (c) with respect to Base Rate Loans, on each Quarterly Payment Date through and including occurring after the Effective Date; (d) with respect to LIBO Rate Loans, on the last day of each applicable Interest Period (and, if such Interest Period shall exceed three months, on the calendar month immediately preceding the applicable Interim Interest Date. Interest accruing date occurring on each Loan on and three-month interval occurring after the Interim first day of such Interest Date for such Loan shall be payable on each Payment Date or the date of prepayment, as applicable.Period); (b) Any payment under a Loan Document that is not paid by Borrower on the due date thereof shall, to the extent permissible by law, bear a late charge equal to the lesser of three cents ($.03) per dollar of the delinquent amount or the lawful maximum, and Borrower shall be obligated to pay the same immediately upon receipt of Lender’s written invoice therefor. (c) Upon the occurrence and during the continuation of any Event of Default or after acceleration, Borrower shall pay interest (ie) with respect to all any Base Rate Loans at converted into LIBO Rate Loans on a rate per annum equal day when interest would not otherwise have been payable pursuant to CLAUSE (c), on the rate otherwise in effect plus an additional 3% per annum and (ii) with respect to all other Obligations date of Borrower to Lender at a rate per annum equal to the highest Fixed Rate then in effect plus an additional 3% per annum (each such rate, a “Default Rate”).conversion; and (df) The obligations on that portion of Borrower hereunder any Loans the Stated Maturity Date of which is accelerated pursuant to SECTION 8.2 or SECTION 8.3, immediately upon such acceleration. -39- Interest accrued on Loans or other monetary Obligations after the date such amount is due and under payable (whether on the Notes and the other Loan Documents Stated Maturity Date, upon acceleration or otherwise) shall be subject to the limitation that payments of interest to Lender, plus any other amounts paid to Lender in connection herewith and therewith, shall not be required to the extent (but only to the extent) that contracting for and receiving such payment by Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be contracted for, charged or received by Lender, and in such event Borrower shall pay such Lender interest and other amounts at the highest rate permitted by applicable lawpayable upon demand.