Common use of Interest Rates; Balances Deficiency Fees Clause in Contracts

Interest Rates; Balances Deficiency Fees. The Borrower will pay each Lender interest on the unpaid principal balance of each Advance from time to time outstanding as follows: (i) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings, at the per annum rate of (A) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Servicing Note, 2.25%; (B) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Warehousing Note, 1%; and (C) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Working Capital Note, 1.625%; provided, that if for any Balance Calculation Period the weighted average daily Reserve-Adjusted Balances maintained by the Borrower with any Lender are less than an amount equal to the weighted average daily aggregate unpaid principal balance of the Fixed Rate Borrowings (other than Designated Fixed Rate Borrowings) owed to such Lender during such Balance Calculation Period (such deficiency being herein referred to as the "Balances Deficiency"), the Borrower will pay each Lender a fee (the "Balances Deficiency Fee") for said Balance Calculation Period on the Balances Deficiency at a per annum rate equal to the average daily Floating Reserve-Adjusted Eurodollar Rate in effect during said Balance Calculation Period; and provided, further, that the amount by which the weighted average Reserve-Adjusted Balances maintained by the Borrower with such Lender for any Balance Calculation Period exceeds the weighted average daily aggregate unpaid principal balance of the Fixed Rate Borrowings (other than Designated Fixed Rate Borrowings) owed to such Lender during such Balance Calculation Period (such excess being defined herein as the "Balances Surplus"), such Balances Surplus, or, if the Borrower and the Lender shall so agree, the earnings credit for such Balances Surplus (as determined by such Lender), may be carried forward and applied to succeeding Balance Calculation Periods (but not to any Balance Calculation Period occurring in any subsequent calendar year, unless the Borrower and such Lender shall otherwise agree in writing); and provided, further, that if the Borrower and any Lender so agree in writing, the Borrower may obtain a lower fixed rate from such Lender for Fixed Rate Borrowings (other than Designated Fixed Rate Borrowings) by maintaining additional Reserve-Adjusted Balances with such Lender; (ii) with respect to Alternate Base Rate Borrowings, the Alternate Base Rate plus the Applicable Margin, as adjusted automatically on and as of the effective date of any change in the Alternate Base Rate; and (iii) with respect to Floating Eurodollar Rate Borrowings the Floating Adjusted Eurodollar Rate plus the Applicable Margin, as adjusted automatically on and as of the effective date of any change in the Floating Reserve-Adjusted Eurodollar Rate.

Interest Rates; Balances Deficiency Fees. The Borrower Company will ---------------------------------------- pay each Lender monthly in arrears on the third Business Day of each month interest on the unpaid principal balance of each Advance of such Lender consisting of Warehousing Loans or Swingline Loans from time to time outstanding as follows: (i) with respect to Fixed Rate Borrowings and Designated Fixed Rate BorrowingsAdvances, at the per annum rate of 1.25% (A) with respect to the "Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Servicing Note, 2.25%; (B) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Warehousing Note, 1%; and (C) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Working Capital Note, 1.625%Rate"); provided, that if for any Balance Calculation Period the weighted average daily Reserve-Adjusted Balances maintained by the Borrower Company with any Lender are less than an amount equal to the weighted average daily aggregate unpaid principal balance of the Fixed Rate Borrowings (other than Designated Fixed Rate Borrowings) Advances owed to such Lender during such Balance Calculation Period (such deficiency being herein referred to as the "Balances Deficiency"), the Borrower Company will pay each such Lender a fee (the "Balances Deficiency Fee") for said Balance Calculation Period on the Balances Deficiency at a per annum rate equal to 1.25% below the average daily Floating Reserve-Adjusted Eurodollar Reference Rate in effect during said Balance Calculation Period; and provided, provided further, that the amount by which if the weighted average Reserve-Reserve- Adjusted Balances maintained by the Borrower Company with such any Lender for any Balance Calculation Period exceeds the weighted average daily aggregate unpaid principal balance of the Fixed Rate Borrowings (other than Designated Fixed Rate Borrowings) Advances owed to such Lender during such Balance Calculation Period (such excess being defined herein as the "Balances Surplus"), then such Balances Surplus, or, if the Borrower Company and the such Lender shall so agree, the earnings credit charges reduction benefit for such Balances Surplus (as determined by such Lender), may be carried forward and applied to succeeding Balance Calculation Periods (but not to any Balance Calculation Period occurring in any subsequent calendar year, unless the Borrower and such Lender shall otherwise agree in writing); and provided, further, that if the Borrower and any Lender so agree in writing, the Borrower may obtain a lower fixed rate from such Lender for Fixed Rate Borrowings (other than Designated Fixed Rate Borrowings) by maintaining additional Reserve-Adjusted Balances with such Lender; (ii) with respect to Alternate Base Reference Rate BorrowingsAdvances, the Alternate Base Reference Rate plus the Applicable Margin, as adjusted automatically on and as of the effective date of any change in the Alternate Base Reference Rate; and (iii) with respect to Floating Eurodollar Rate Borrowings the Floating Adjusted Eurodollar Rate plus the Applicable Margin, as adjusted automatically on and as of the effective date of any change in the Floating Reserve-Adjusted Eurodollar Rate.;

Interest Rates; Balances Deficiency Fees. The Borrower Borrowers will pay each Lender the Agent monthly in arrears, within two Business Days after the Company's receipt of Agent's statement therefor, interest on the unpaid principal balance of each Advance of each Lender from time to time outstanding as follows: (i) with respect to Fixed Balance Funded Rate Borrowings and Designated Fixed Rate BorrowingsAdvances, at the per annum rate of (A) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Servicing Note, 2.25%; (B) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Warehousing Note, 1%; and (C) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Working Capital Note, 1.625%Balance Funded Rate; provided, that if for any Balance Calculation Period the weighted average daily Reserve-Adjusted Balances Balance Funded Amount maintained by the Borrower Company with any Lender are is less than an amount equal to the weighted average daily aggregate unpaid principal balance of the Fixed Balance Funded Rate Borrowings (other than Designated Fixed Rate Borrowings) Advances owed to such Lender during such Balance Calculation Period (such deficiency being herein referred to as the "Balances Deficiency"), the Borrower Borrowers will pay each such Lender a fee (the "Balances Deficiency Fee") for said Balance Calculation Period on the Balances Deficiency at a per annum rate equal to the average daily Floating Reserve-Adjusted Eurodollar LIBOR Rate plus Applicable Margin in effect during said Balance Calculation Period; and provided, provided further, that if the amount by which the weighted average Reserve-Adjusted Balances Balance Funded Amount maintained by the Borrower Company with such any Lender for any Balance Calculation Period exceeds the weighted average daily aggregate unpaid principal balance of the Fixed Balance Funded Rate Borrowings (other than Designated Fixed Rate Borrowings) Advances owed to such Lender during such Balance Calculation Period (such excess being defined herein as the "Balances Surplus"), then such Balances Surplus, or, if the Borrower Company and the such Lender shall so agree, the earnings credit charges reduction benefit for such Balances Surplus (as determined by such Lender), may be carried forward and applied to succeeding Balance Calculation Periods (but not to any Balance Calculation Period occurring in any subsequent calendar year, unless the Borrower and such Lender shall otherwise agree in writing); and provided, further, that if the Borrower and any Lender so agree in writing, the Borrower may obtain a lower fixed rate from such Lender for Fixed Rate Borrowings (other than Designated Fixed Rate Borrowings) by maintaining additional Reserve-Adjusted Balances with such Lender; (ii) with respect to Alternate Base Prime Rate BorrowingsAdvances, the Alternate Base Prime Rate plus the Applicable Margin, as adjusted automatically on and as of the effective date of any change in the Alternate Base Prime Rate; and; (iii) with respect to Floating Eurodollar LIBOR Rate Borrowings Advance the Floating Adjusted Eurodollar LIBOR Rate plus the Applicable Margin, as adjusted automatically on and as of the effective date of any change in the Floating Reserve-Adjusted Eurodollar LIBOR Rate; and (iv) with respect to any Obligations not paid when due (A) consisting of Balance Funded Rate Advances, a rate per annum equal to the Balance Funded Rate plus 4.0% per annum,(B) consisting of LIBOR Rate Advances, a rate per annum equal to the LIBOR Rate plus 4.0% per annum, (C) consisting of Prime Rate Advances, a rate per annum equal to the Prime Rate plus 4.0% per annum, and (D) consisting of other Obligations, a rate per annum equal to the Prime Rate plus the Applicable Margin plus 4.0% for the period from the date such Obligations were due until the same are paid.

Interest Rates; Balances Deficiency Fees. The Borrower Company will ---------------------------------------- pay each Lender monthly in arrears on the third Business Day of each month interest on the unpaid principal balance of each Advance of such Lender from time to time outstanding as follows: (i) with respect to Fixed Rate Borrowings and Designated Fixed Rate BorrowingsAdvances, at the per annum rate of 1.25% (A) with respect to the "Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Servicing Note, 2.25%; (B) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Warehousing Note, 1%; and (C) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Working Capital Note, 1.625%Rate"); provided, that if for any Balance Calculation Period the weighted average daily Reserve-Adjusted Balances maintained by the Borrower Company with any Lender are less than an amount equal to the weighted average daily aggregate unpaid principal balance of the Fixed Rate Borrowings (other than Designated Fixed Rate Borrowings) Advances owed to such Lender during such Balance Calculation Period (such deficiency being herein referred to as the "Balances Deficiency"), the Borrower Company will pay each such Lender a fee (the "Balances Deficiency Fee") for said Balance Calculation Period on the Balances Deficiency at a per annum rate equal to 1.25% below the average daily Floating Reserve-Adjusted Eurodollar Reference Rate in effect during said Balance Calculation Period; and provided, provided further, that the amount by which if the weighted average Reserve-Adjusted Balances maintained by the Borrower Company with such any Lender for any Balance Calculation Period exceeds the weighted average daily aggregate unpaid principal balance of the Fixed Rate Borrowings (other than Designated Fixed Rate Borrowings) Advances owed to such Lender during such Balance Calculation Period (such excess being defined herein as the "Balances Surplus"), then such Balances Surplus, or, if the Borrower Company and the such Lender shall so agree, the earnings credit charges reduction benefit for such Balances Surplus (as determined by such Lender), may be carried forward and applied to succeeding Balance Calculation Periods (but not to any Balance Calculation Period occurring in any subsequent calendar year, unless the Borrower and such Lender shall otherwise agree in writing); and provided, further, that if the Borrower and any Lender so agree in writing, the Borrower may obtain a lower fixed rate from such Lender for Fixed Rate Borrowings (other than Designated Fixed Rate Borrowings) by maintaining additional Reserve-Adjusted Balances with such Lender; (ii) with respect to Alternate Base Reference Rate BorrowingsAdvances, the Alternate Base Reference Rate plus the Applicable Margin, as adjusted automatically on and as of the effective date of any change in the Alternate Base Reference Rate; and (iii) with respect to Floating Eurodollar Rate Borrowings the Floating Adjusted Eurodollar Rate plus the Applicable Margin, as adjusted automatically on and as of the effective date of any change in the Floating Reserve-Adjusted Eurodollar Rate.;

Interest Rates; Balances Deficiency Fees. The Borrower Company will pay each Lender the Bank interest on the unpaid principal balance of each Advance from time to time outstanding as follows: (i) with With respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings, at the per annum rate of 2.50% (A) with respect to the "Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Servicing Note, 2.25%; (B) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Warehousing Note, 1%; and (C) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Working Capital Note, 1.625%Rate"); provided, however, that if to induce the Bank to offer the Fixed Rate, the Company agrees to maintain on deposit with the Bank for each Interest Period for which the Fixed Rate is in effect Average Daily Qualifying Balances in an amount (for any Balance Calculation Period such Interest Period, the weighted average daily Reserve-Adjusted "Required Balances maintained by the Borrower with any Lender are less than an amount Amount") equal to the weighted average daily aggregate unpaid principal balance Average Daily Note Balance for such Interest Period divided by the Average Daily Reserve Factor for such Interest Period. The Bank will determine for each Interest Period the amount of Average Daily Qualifying Balances on deposit with the Fixed Rate Borrowings Bank for such Interest Period and the amount, if any, by which said Average Daily Qualifying Balances exceeds (other any such excess being referred to as a " Balances Surplus") or is less than Designated Fixed Rate Borrowings) owed to such Lender during such Balance Calculation Period (any such deficiency being herein referred to as the a "Balances Deficiency"), ) the Borrower will pay each Lender a fee (the "Required Balances Amount for such Interest Period. Any Balances Surplus or Balances Deficiency Fee") for said Balance Calculation Period on the Balances Deficiency at a per annum rate equal to the average daily Floating Reserve-Adjusted Eurodollar Rate in effect during said Balance Calculation Period; and provided, further, that the amount by which the weighted average Reserve-Adjusted Balances maintained by the Borrower with such Lender for any Balance Calculation Interest Period exceeds the weighted average daily aggregate unpaid principal balance of the Fixed Rate Borrowings (other than Designated Fixed Rate Borrowings) owed to such Lender during such Balance Calculation Period (such excess being defined herein as the "Balances Surplus"), such Balances Surplus, or, if the Borrower and the Lender shall so agree, the earnings credit for such Balances Surplus (as determined by such Lender), may will be carried forward and applied to succeeding Balance Calculation increase or reduce, as the case may be, Balances Surpluses or Balances Deficiencies determined for subsequent Interest Periods (but not to any Balance Calculation beginning in the same calendar year. If, as of the last day of the last Interest Period occurring beginning in any subsequent a calendar year, unless the Borrower a net Balances Surplus exists, such net Balances Surplus shall be disregarded and such Lender shall otherwise agree in writing); and providednot be carried forward to succeeding Interest Periods. If, furtherhowever, that if the Borrower and any Lender so agree in writing, the Borrower may obtain a lower fixed rate from such Lender for Fixed Rate Borrowings (other than Designated Fixed Rate Borrowings) by maintaining additional Reserve-Adjusted net Balances with such Lender; (ii) with respect to Alternate Base Rate Borrowings, the Alternate Base Rate plus the Applicable Margin, as adjusted automatically on and Deficiency exists as of the effective date last day of any change said last Interest Period, the Company shall pay to the Bank upon demand a fee ("Deficiency Fee") in accordance with the Alternate Base Rate; and (iiifollowing formula: DF = BD x ADRR) with respect to Floating Eurodollar Rate Borrowings x 31/360 where: "DF" is the Floating Adjusted Eurodollar Rate plus the Applicable Margin, as adjusted automatically on and as of the effective date of any change in the Floating Reserve-Adjusted Eurodollar Rate.Deficiency Fee;

Interest Rates; Balances Deficiency Fees. The Borrower Company will ---------------------------------------- pay each Lender monthly in arrears on the third Business Day of each month interest on the unpaid principal balance of each Advance of such Lender from time to time outstanding as follows: (i) with respect to Fixed Balance Funded Rate Borrowings and Designated Fixed Rate BorrowingsAdvances, at the per annum rate of 1.25% (A) with respect to the "Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Servicing Note, 2.25%; (B) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Warehousing Note, 1%; and (C) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Working Capital Note, 1.625%Rate"); provided, that if for any Balance Calculation Period the weighted average daily Reserve-Adjusted Balances maintained by the Borrower Company with any Lender are less than an amount equal to the weighted average daily aggregate unpaid principal balance of the Fixed Balance Funded Rate Borrowings (other than Designated Fixed Rate Borrowings) Advances owed to such Lender during such Balance Calculation Period (such deficiency being herein referred to as the "Balances Deficiency"), the Borrower Company will pay each such Lender a fee (the "Balances Deficiency Fee") for said Balance Calculation Period on the Balances Deficiency at a per annum rate equal to 1.25% below the average daily Floating Reserve-Adjusted Eurodollar Reference Rate in effect during said Balance Calculation Period; and provided, provided further, that the amount by which if the weighted average Reserve-Reserve- Adjusted Balances maintained by the Borrower Company with such any Lender for any Balance Calculation Period exceeds the weighted average daily aggregate unpaid principal balance of the Fixed Balance Funded Rate Borrowings (other than Designated Fixed Rate Borrowings) Advances owed to such Lender during such Balance Calculation Period (such excess being defined herein as the "Balances Surplus"), then such Balances Surplus, or, if the Borrower Company and the such Lender shall so agree, the earnings credit charges reduction benefit for such Balances Surplus (as determined by such Lender), may be carried forward and applied to succeeding Balance Calculation Periods (but not to any Balance Calculation Period occurring in any subsequent calendar year, unless the Borrower and such Lender shall otherwise agree in writing); and provided, further, that if the Borrower and any Lender so agree in writing, the Borrower may obtain a lower fixed rate from such Lender for Fixed Rate Borrowings (other than Designated Fixed Rate Borrowings) by maintaining additional Reserve-Adjusted Balances with such Lender; (ii) with respect to Alternate Base Reference Rate BorrowingsAdvances, the Alternate Base Reference Rate plus the Applicable Margin, as adjusted automatically on and as of the effective date of any change in the Alternate Base Reference Rate; and; (iii) with respect to Floating Eurodollar Rate Borrowings Advances, the Floating Adjusted Eurodollar Rate plus the Applicable Margin, as adjusted automatically on and as of the effective date of any change in the Floating Reserve-Adjusted Eurodollar Rate.; and (iv) with respect to any Obligations not paid when due (i) consisting of Balance Funded Rate Advances, a rate per annum equal to the Fixed Rate plus 2.0%, and (ii) consisting of other Obligations, a rate per annum equal to the Reference Rate plus the Applicable Margin plus 2.0% for the period from the date such Obligations were due until the same are pai d.

Interest Rates; Balances Deficiency Fees. The Borrower Borrowers will pay each Lender the Agent monthly in arrears, within two Business Days after the Company’s receipt of Agent’s statement therefor, interest on the unpaid principal balance of each Advance of each Lender from time to time outstanding as follows: (i) with respect to Fixed Balance Funded Rate Borrowings and Designated Fixed Rate BorrowingsAdvances, at the per annum rate of (A) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Servicing Note, 2.25%; (B) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Warehousing Note, 1%; and (C) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Working Capital Note, 1.625%Balance Funded Rate; provided, that if for any Balance Calculation Period the weighted average daily Reserve-Adjusted Balances Balance Funded Amount maintained by the Borrower Company with any Lender are is less than an amount equal to the weighted average daily aggregate unpaid principal balance of the Fixed Balance Funded Rate Borrowings (other than Designated Fixed Rate Borrowings) Advances owed to such Lender during such Balance Calculation Period (such deficiency being herein referred to as the "“Balances Deficiency"”), the Borrower Borrowers will pay each such Lender a fee (the "“Balances Deficiency Fee"”) for said Balance Calculation Period on the Balances Deficiency at a per annum rate equal to the average daily Floating Reserve-Adjusted Eurodollar LIBOR Rate plus Applicable Margin in effect during said Balance Calculation Period; and provided, provided further, that if the amount by which the weighted average Reserve-Adjusted Balances Balance Funded Amount maintained by the Borrower Company with such any Lender for any Balance Calculation Period exceeds the weighted average daily aggregate unpaid principal balance of the Fixed Balance Funded Rate Borrowings (other than Designated Fixed Rate Borrowings) Advances owed to such Lender during such Balance Calculation Period (such excess being defined herein as the "“Balances Surplus"”), then such Balances Surplus, or, if the Borrower Company and the such Lender shall so agree, the earnings credit charges reduction benefit for such Balances Surplus (as determined by such Lender), may be carried forward and applied to succeeding Balance Calculation Periods (but not to any Balance Calculation Period occurring in any subsequent calendar year, unless the Borrower and such Lender shall otherwise agree in writing); and provided, further, that if the Borrower and any Lender so agree in writing, the Borrower may obtain a lower fixed rate from such Lender for Fixed Rate Borrowings (other than Designated Fixed Rate Borrowings) by maintaining additional Reserve-Adjusted Balances with such Lender; (ii) with respect to Alternate Base Prime Rate BorrowingsAdvances, the Alternate Base Prime Rate plus the Applicable Margin, as adjusted automatically on and as of the effective date of any change in the Alternate Base Prime Rate; and; (iii) with respect to Floating Eurodollar LIBOR Rate Borrowings Advance the Floating Adjusted Eurodollar LIBOR Rate plus the Applicable Margin, as adjusted automatically on and as of the effective date of any change in the Floating Reserve-Adjusted Eurodollar LIBOR Rate; and (iv) with respect to any Obligations not paid when due (A) consisting of Balance Funded Rate Advances, a rate per annum equal to the Balance Funded Rate plus 4.0% per annum,(B) consisting of LIBOR Rate Advances, a rate per annum equal to the LIBOR Rate plus 4.0% per annum, (C) consisting of Prime Rate Advances, a rate per annum equal to the Prime Rate plus 4.0% per annum, and (D) consisting of other Obligations, a rate per annum equal to the Prime Rate plus the Applicable Margin plus 4.0% for the period from the date such Obligations were due until the same are paid.

Interest Rates; Balances Deficiency Fees. The Borrower Borrowers will pay each Lender the Agent monthly in arrears, within two Business Days after the Company's receipt of Agent's statement therefor, interest on the unpaid principal balance of each Advance of each Lender from time to time outstanding as follows: (i) with respect to Fixed Balance Funded Rate Borrowings and Designated Fixed Rate BorrowingsAdvances, at the per annum rate of (A) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Servicing Note, 2.25%; (B) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Warehousing Note, 1%; and (C) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Working Capital Note, 1.625%Balance Funded Rate; provided, that if for any Balance Calculation Period the weighted average daily Reserve-Adjusted Balances Balance Funded Amount maintained by the Borrower Company with any Lender are is less than an amount equal to the weighted average daily aggregate unpaid principal balance of the Fixed Balance Funded Rate Borrowings (other than Designated Fixed Rate Borrowings) Advances owed to such Lender during such Balance Calculation Period (such deficiency being herein referred to as the "Balances Deficiency"), the Borrower Borrowers will pay each such Lender a fee (the "Balances Deficiency Fee") for said Balance Calculation Period on the Balances Deficiency at a per annum rate equal to the average daily Floating Reserve-Adjusted Eurodollar Rate plus Applicable Margin in effect during said Balance Calculation Period; and provided, provided further, that if the amount by which the weighted average Reserve-Adjusted Balances Balance Funded Amount maintained by the Borrower Company with such any Lender for any Balance Calculation Period exceeds the weighted average daily aggregate unpaid principal balance of the Fixed Balance Funded Rate Borrowings (other than Designated Fixed Rate Borrowings) Advances owed to such Lender during such Balance Calculation Period (such excess being defined herein as the "Balances Surplus"), then such Balances Surplus, or, if the Borrower Company and the such Lender shall so agree, the earnings credit charges reduction benefit for such Balances Surplus (as determined by such Lender), may be carried forward and applied to succeeding Balance Calculation Periods (but not to any Balance Calculation Period occurring in any subsequent calendar year, unless the Borrower and such Lender shall otherwise agree in writing); and provided, further, that if the Borrower and any Lender so agree in writing, the Borrower may obtain a lower fixed rate from such Lender for Fixed Rate Borrowings (other than Designated Fixed Rate Borrowings) by maintaining additional Reserve-Adjusted Balances with such Lender; (ii) with respect to Alternate Base Reference Rate BorrowingsAdvances, the Alternate Base Reference Rate plus the Applicable Margin, as adjusted automatically on and as of the effective date of any change in the Alternate Base Reference Rate; and; (iii) with respect to Floating Eurodollar Rate Borrowings Advance the Floating Adjusted Eurodollar Rate plus the Applicable Margin, as adjusted automatically on and as of the effective date of any change in the Floating Reserve-Adjusted Eurodollar Rate; and (iv) with respect to any Obligations not paid when due (A) consisting of Balance Funded Rate Advances, a rate per annum equal to the Balance Funded Rate plus 4.0% per annum,(B) consisting of Eurodollar Rate Advances, a rate per annum equal to the Adjusted Eurodollar Rate plus 4.0% per annum, (C) consisting of Reference Rate Advances, a rate per annum equal to the Reference Rate plus 4.0% per annum, and (D) consisting of other Obligations, a rate per annum equal to the Reference Rate plus the Applicable Margin plus 4.0% for the period from the date such Obligations were due until the same are paid.

Interest Rates; Balances Deficiency Fees. The Borrower Company will ---------------------------------------- pay each Lender Bank interest on the unpaid principal balance of each Advance of such Bank from time to time outstanding as follows: (i) with respect to Fixed Rate Borrowings and Designated Fixed Rate BorrowingsAdvances, at the per annum rate (the "Fixed Rate") of (A) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Servicing Note, 2.25%; (B) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Warehousing Note, 1%; and (C) with respect to Fixed Rate Borrowings and Designated Fixed Rate Borrowings consisting of any portion of the outstanding principal balance of a Working Capital Note, 1.6251.50%; provided, that if for any Balance Calculation Period the weighted average daily Reserve-Adjusted Balances maintained by the Borrower Company with any Lender Bank are less than an amount equal to the weighted average daily aggregate unpaid principal balance of the Fixed Rate Borrowings (other than Designated Fixed Rate Borrowings) Advances owed to such Lender Bank during such Balance Calculation Period (such deficiency being herein referred to as the "Balances Deficiency"), the Borrower Company will pay each Lender such Bank a fee (the "Balances Deficiency Fee") for said Balance Calculation Period on the Balances Deficiency at a per annum rate equal to 1.50% below the average daily Floating Reserve-Adjusted Eurodollar Reference Rate in effect during said Balance Calculation Period; and provided, provided further, that the amount by which if the weighted average Reserve-Adjusted Balances maintained by the Borrower Company with such Lender any Bank for any Balance Calculation Period exceeds the weighted average daily aggregate unpaid principal balance of the Fixed Rate Borrowings (other than Designated Fixed Rate Borrowings) Advances owed to such Lender Bank during such Balance Calculation Period (such excess being defined herein as the "Balances Surplus"), then such Balances Surplus, or, if the Borrower Company and the Lender such Bank shall so agree, the earnings credit charges reduction benefit for such Balances Surplus (as determined by such LenderBank), may be carried forward and applied to succeeding Balance Calculation Periods (but not to any Balance Calculation Period occurring in any subsequent calendar year, unless the Borrower and such Lender shall otherwise agree in writing); and provided, further, that if the Borrower and any Lender so agree in writing, the Borrower may obtain a lower fixed rate from such Lender for Fixed Rate Borrowings (other than Designated Fixed Rate Borrowings) by maintaining additional Reserve-Adjusted Balances with such Lender; (ii) with respect to Alternate Base Reference Rate BorrowingsAdvances, the Alternate Base Rate Reference Rate, plus the Applicable Margin, as adjusted automatically on and as of the effective date of any change in the Alternate Base Reference Rate; and; (iii) with respect to Floating Eurodollar Rate Borrowings Advances, the Floating Adjusted Eurodollar Rate Rate, plus the Applicable Margin, as adjusted automatically on and as of the effective date of any change in the Floating Reserve-Adjusted Eurodollar Rate; and (iv) with respect to any Obligations not paid when due (i) consisting of Fixed Rate Advances, a rate per annum equal to the Fixed Rate, plus 2.0%, and (ii) consisting of other Obligations, a rate per annum equal to the Reference Rate, plus the Applicable Margin, plus 2.0%, for the period from the date such Obligations were due until the same are paid.