Common use of Interest Rates; Principal Repayment; and Payment Dates Clause in Contracts

Interest Rates; Principal Repayment; and Payment Dates. (a) For each Interest Period, the Loan shall bear interest at either the Fixed Rate or the Floating Rate (in each case calculated on the basis specified in the definitions thereof) on the unpaid principal amount thereof from time to time outstanding, payable in arrears on each Payment Date; provided, that (i) interest accrued pursuant to Section 2.5(e) shall be payable on demand and (ii) in the event of any repayment or prepayment of any Loan (or any portion thereof), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. The Facility Agent shall notify the Borrower, the Security Trustee and each Lender (as soon as practicable (but in no event later than 11:00 a.m. (New York time) on the Business Day immediately preceding such Payment Date)) of the aggregate amount of interest that will be actually due and payable on the Notes on such Payment Date; provided that the failure to provide any such notification or any error in such notification shall not affect the accrual of interest during such Interest Period or the obligation of the Borrower to pay the same as provided in the Notes. For the avoidance of doubt, if the Closing occurs, whether or not the Advance Date occurs on the Scheduled Advance Date, interest for the first Interest Period shall accrue from, and including, the Scheduled Advance Date to, but excluding, the first Payment Date. (b) The Borrower shall, subject to the terms and conditions of this Section 2.5, have the right to select a Floating Rate or a Fixed Rate for the Loan. (i) In order to elect a Fixed Rate for the Loan, the Borrower shall specify in its Borrowing Notice to the Facility Agent that the Loan shall bear interest at the Fixed Rate. Following receipt of the Borrowing Notice and on the initial Interest Rate Determination Date, the Facility Agent shall give the Borrower telephonic notice of the Fixed Rate Quote for the Loan. If the Borrower accepts such Fixed Rate Quote by providing oral confirmation during such telephone call (provided that the Borrower is given a reasonable amount of time to confirm such Fixed Rate Quote on the telephone call and such Fixed Rate Quote is still valid at the time of the Borrower’s acceptance), which oral confirmation shall be binding on the Borrower, the Fixed Rate shall apply for the Loan and the Facility Agent shall promptly confirm such Fixed Rate Quote to the Borrower in writing. If the Borrower does not accept such Fixed Rate Quote by providing oral confirmation during such telephone call, the Fixed Rate shall not apply to the Loan. (ii) If the Borrower does not accept the Fixed Rate Quote provided for the Loan as set forth in Section 2.5(b)(i), then the Loan shall bear interest at the Floating Rate and the Borrowing Notice previously provided by the Borrower for the Loan shall be deemed automatically changed from Fixed Rate to Floating Rate. If a Loan shall bear interest at the Floating Rate, then as soon as practicable after 11:00 a.m. (London time) on each Interest Rate Determination Date, the Facility Agent shall determine the Applicable Rate for such Loan for the applicable Interest Period (which determination shall be prima facie evidence of such rate) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and each Lender; provided that the Facility Agent’s failure to so give notice shall not relieve the Borrower of its obligation to pay interest on the Loans hereunder. (c) The Loan shall mature on the Final Maturity Date. The principal amount of the Loan shall be payable on the Payment Dates and in the amounts set forth on the amortization schedule for the Loan to be agreed by the Borrower and the Lenders. Principal payments shall be made by the Borrower to the Security Trustee for the benefit of the Lender Group. Notwithstanding the foregoing, the final payment made under each Note shall be in an amount sufficient to discharge in full the unpaid principal amount, and all accrued and unpaid interest on, and any other amounts due under, such Note. (d) The amortization schedule for the Loan shall be as set forth in the amortization schedule for the Loan to be agreed by the Borrower and the Lenders. (e) The Borrower shall pay the Security Trustee, for the benefit of the Lender Group, on demand, interest at the Default Rate (calculated on the basis of a 360-day year and the actual number of days elapsed) on overdue principal and, to the extent permitted by applicable law, on any interest and any other amounts payable by the Borrower hereunder or the other Basic Agreements or under a Note (without duplication) not paid when due and payable for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). (f) Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or the relevant portion thereof in accordance with applicable law, the rate of interest payable in respect of such Loan or the relevant portion thereof hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent permitted by applicable law, the interest and Charges that would have been payable in respect of such Loan or the relevant portion thereof but were not payable as a result of the operation of this Section 2.5(f) shall be cumulated and the interest and Charges payable to such Lender in respect of other periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Applicable Rate to the date of repayment, shall have been received by such Lender.

Interest Rates; Principal Repayment; and Payment Dates. (a) For each Interest Period, the The Loan shall bear interest at either the Fixed Rate or the Floating Interest Rate (in each case calculated on the basis specified in the definitions definition thereof) on the unpaid principal amount thereof from time to time outstanding, payable in arrears on each Payment Date; provided, that (i) interest accrued pursuant to Section 2.5(e) shall be payable on demand and (ii) in the event of any repayment or prepayment of any Loan (or any portion thereof), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. The Facility Agent shall notify the Borrower, the Security Trustee and each Lender (as soon as practicable (but in no event later than 11:00 a.m. (New York time) on the Business Day immediately preceding such Payment Date)) of the aggregate amount of interest that will be actually due and payable on the Notes on such Payment Date; provided that the failure to provide any such notification or any error in such notification shall not affect the accrual of interest during such Interest Period or the obligation of the Borrower to pay the same as provided in the Notes. For the avoidance of doubt, if the Closing occurs, whether or not the Advance Date occurs on the Scheduled Advance Date, interest for the first Interest Period shall accrue from, and including, the Scheduled Advance Date to, but excluding, the first Payment Date. (b) The Borrower shall, subject to the terms and conditions of this Section 2.5, have the right to select a Floating Rate or a Fixed Rate for the Loan. (i) In order to elect a Fixed Rate for the Loan, the Borrower shall specify in its Borrowing Notice to the Facility Agent that the Loan shall bear interest at the Fixed Rate. Following receipt of the Borrowing Notice and on the initial Interest Rate Determination Date, the Facility Agent shall give the Borrower telephonic notice of the Fixed Rate Quote for the Loan. If the Borrower accepts such Fixed Rate Quote by providing oral confirmation during such telephone call (provided that the Borrower is given a reasonable amount of time to confirm such Fixed Rate Quote on the telephone call and such Fixed Rate Quote is still valid at the time of the Borrower’s acceptance), which oral confirmation shall be binding on the Borrower, the Fixed Rate shall apply for the Loan and the Facility Agent shall promptly confirm such Fixed Rate Quote to the Borrower in writing. If the Borrower does not accept such Fixed Rate Quote by providing oral confirmation during such telephone call, the Fixed Rate shall not apply to the Loan. (ii) If the Borrower does not accept the Fixed Rate Quote provided for the Loan as set forth in Section 2.5(b)(i), then the Loan shall bear interest at the Floating Rate and the Borrowing Notice previously provided by the Borrower for the Loan shall be deemed automatically changed from Fixed Rate to Floating Rate. If a Loan shall bear interest at the Floating Rate, then as soon as practicable after 11:00 a.m. (London time) on each Interest Rate Determination Date, the Facility Agent shall determine the Applicable Rate for such Loan for the applicable Interest Period (which determination shall be prima facie evidence of such rate) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and each Lender; provided that the Facility Agent’s failure to so give notice shall not relieve the Borrower of its obligation to pay interest on the Loans hereunder. (c) The Loan shall mature on the Final Maturity Date. The principal amount of the Loan shall be payable on the Payment Dates dates and in the amounts set forth on the amortization schedule for the Loan to be agreed by the Borrower and the Lenders. Principal payments shall be made by the Borrower to the Security Trustee for the benefit of the Lender Group. in Exhibit B. Notwithstanding the foregoing, the final payment made under each Note shall be in an amount sufficient to discharge in full the unpaid principal amount, and all accrued and unpaid interest on, and any other amounts due under, such Note. (db) The following procedures shall apply to determine the Fixed Interest Rate applicable to the Loan: (1) No later than 11:00 a.m. New York time on the Business Day prior to the Advance Date (or such shorter period as agreed between the parties), the Lenders will notify the Borrower of a single fixed rate of interest (the “Lenders’ Rate”). The Lenders’ Rate shall be agreed to by each Lender and the Agent shall advise the Borrower of each individual Lender’s rate which forms the basis of the Lenders’ Rate. In case the Lenders’ Rate is not greater by more than 0.01% than the rate calculated by the Guarantor using Bloomberg swap manager (SWPM) for a swap having the same characteristics as the profile of the Loan (with the help of the Lenders), then the Lenders’ Rate shall be the Mid Swap Rate for all purposes hereunder. (2) If the Lenders’ Rate is greater by more than 0.01% than the rate calculated by the Guarantor using Bloomberg swap manager (SWPM) (with the help of the Lenders), then each Lender shall obtain from a third party bank pre-approved by the Borrower which is able to enter into a swap with each of the Lenders on a back-to-back basis a fixed rate of interest (the “Third Party Rate”); provided that such third party bank is acceptable to the Lenders (from a credit and compliance point of view); provided further that each Lender may decide whether to enter into such swap on a back-to-back basis or to offer a Mid Swap Rate as being the Third Party Rate plus 0.01%. If the conditions of this paragraph (2) apply, then the Third Party Rate plus 0.01% shall be the Mid Swap Rate for all purposes hereunder. (3) After the setting of the Fixed Interest Rate, the Agent shall determine the approximate amount of Swap Breakage Losses the Lenders may incur if a borrowing of the Loan does not occur on the date specified therefor in the Borrowing Notice or on or prior to the Cutoff Date. The Agent shall promptly notify the Borrower of its determination and provide evidence to the Borrower detailing the basis for its calculations. (c) The parties acknowledge that Exhibit B was prepared based on an assumed interest rate of 4.54% per annum and on an assumed Advance Date of January 7, 2014. After the setting of the Fixed Interest Rate, the Agent shall prepare a new mortgage style amortization schedule for the Loan which takes into account the actual Advance Date and the actual Fixed Interest Rate. Schedule 1 attached to each Note shall be as set forth in the based on such new mortgage style amortization schedule for the Loan to be agreed by the Borrower and the Lendersschedule. (ed) The Borrower shall pay the Security TrusteeAgent, for the benefit on behalf of the Lender GroupLenders, on demand, interest at the Default Rate (calculated on the basis of a 360-day year and the actual number of days elapsed) on overdue principal and, to the extent permitted by applicable law, on any interest and any other amounts payable by the Borrower hereunder or the other Basic Agreements or under a Note (without duplication) not paid when due and payable for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). (fe) Notwithstanding anything herein to Any amount received, realized or held by the contrary, if at any time Security Trustee in respect of the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law Collateral after the occurrence of an Event of Default (collectively unless waived by the “Charges”Lenders), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or the relevant portion thereof distributed and paid forthwith in accordance with applicable lawthe terms of Section 3.3 of the Security Agreement. (f) Funds received by the Agent from the Borrower shall be distributed to the Lenders as follows: first, to the rate payment of any fees, costs, charges, or expenses, if any (including, without limitation, interest payable in respect on overdue amounts and), Prepayment Compensation, if any, Liquidity Breakage, if any, Swap Breakage Losses, if any, or other amount (other than the principal amount of such Loan or any interest due thereon) due under this Agreement, second, accrued interest on the relevant portion thereof hereunder, together with all Charges Loan due and payable in respect thereof, shall be limited to on the Maximum Rate date of such payment (as well as any interest on overdue principal) and, to the extent permitted by applicable law, the interest and Charges that would have been payable in respect of such Loan or other amounts due under this Agreement, third, to the relevant portion thereof but were not payable as a result payment of the operation installment of this Section 2.5(f) the principal amount of the Loan then due and payable, and fourth, the balance, if any, remaining thereafter, to the payment of the principal amount of the Loan remaining unpaid. The amounts paid pursuant to clause fourth above shall be cumulated and the interest and Charges payable to such Lender in respect of other periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Applicable Rate applied to the date installments of repayment, shall have been received by such Lenderprincipal of the Loan in the inverse order of maturity.

Interest Rates; Principal Repayment; and Payment Dates. (a) For each Interest Period, the The Loan shall bear interest at either the Fixed Rate or the Floating Interest Rate (in each case calculated on the basis specified in the definitions definition thereof) on the unpaid principal amount thereof from time to time outstanding, payable in arrears on each Payment Date; provided, that (i) interest accrued pursuant to Section 2.5(e) shall be payable on demand and (ii) in the event of any repayment or prepayment of any Loan (or any portion thereof), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. The Facility Agent shall notify the Borrower, the Security Trustee and each Lender (as soon as practicable (but in no event later than 11:00 a.m. (New York time) on the Business Day immediately preceding such Payment Date)) of the aggregate amount of interest that will be actually due and payable on the Notes on such Payment Date; provided that the failure to provide any such notification or any error in such notification shall not affect the accrual of interest during such Interest Period or the obligation of the Borrower to pay the same as provided in the Notes. For the avoidance of doubt, if the Closing occurs, whether or not the Advance Date occurs on the Scheduled Advance Date, interest for the first Interest Period shall accrue from, and including, the Scheduled Advance Date to, but excluding, the first Payment Date. (b) The Borrower shall, subject to the terms and conditions of this Section 2.5, have the right to select a Floating Rate or a Fixed Rate for the Loan. (i) In order to elect a Fixed Rate for the Loan, the Borrower shall specify in its Borrowing Notice to the Facility Agent that the Loan shall bear interest at the Fixed Rate. Following receipt of the Borrowing Notice and on the initial Interest Rate Determination Date, the Facility Agent shall give the Borrower telephonic notice of the Fixed Rate Quote for the Loan. If the Borrower accepts such Fixed Rate Quote by providing oral confirmation during such telephone call (provided that the Borrower is given a reasonable amount of time to confirm such Fixed Rate Quote on the telephone call and such Fixed Rate Quote is still valid at the time of the Borrower’s acceptance), which oral confirmation shall be binding on the Borrower, the Fixed Rate shall apply for the Loan and the Facility Agent shall promptly confirm such Fixed Rate Quote to the Borrower in writing. If the Borrower does not accept such Fixed Rate Quote by providing oral confirmation during such telephone call, the Fixed Rate shall not apply to the Loan. (ii) If the Borrower does not accept the Fixed Rate Quote provided for the Loan as set forth in Section 2.5(b)(i), then the Loan shall bear interest at the Floating Rate and the Borrowing Notice previously provided by the Borrower for the Loan shall be deemed automatically changed from Fixed Rate to Floating Rate. If a Loan shall bear interest at the Floating Rate, then as soon as practicable after 11:00 a.m. (London time) on each Interest Rate Determination Date, the Facility Agent shall determine the Applicable Rate for such Loan for the applicable Interest Period (which determination shall be prima facie evidence of such rate) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and each Lender; provided that the Facility Agent’s failure to so give notice shall not relieve the Borrower of its obligation to pay interest on the Loans hereunder. (c) The Loan shall mature on the Final Maturity Date. The principal amount of the Loan shall be payable on the Payment Dates dates and in the amounts set forth on the amortization schedule for the Loan to be agreed by the Borrower and the Lenders. Principal payments shall be made by the Borrower to the Security Trustee for the benefit of the Lender Group. in Exhibit B. Notwithstanding the foregoing, the final payment made under each Note shall be in an amount sufficient to discharge in full the unpaid principal amount, and all accrued and unpaid interest on, and any other amounts due under, such Note. (db) The following procedures shall apply to determine the Fixed Interest Rate applicable to the Loan: (1) No later than 11:00 a.m. New York time on the Business Day prior to the Advance Date (or such shorter period as agreed between the parties), the Lenders will notify the Borrower of a single fixed rate of interest (the “Lenders’ Rate”). The Lenders’ Rate shall be agreed to by each Lender and the Agent shall advise the Borrower of each individual Lender’s rate which forms the basis of the Lenders’ Rate. In case the Lenders’ Rate is not greater by more than 0.01% than the rate calculated by the Guarantor using Bloomberg swap manager (SWPM) for a swap having the same characteristics as the profile of the Loan (with the help of the Lenders), then the Lenders’ Rate shall be the Mid Swap Rate for all purposes hereunder. (2) If the Lenders’ Rate is greater by more than 0.01% than the rate calculated by the Guarantor using Bloomberg swap manager (SWPM) (with the help of the Lenders), then each Lender shall obtain from a third party bank pre-approved by the Borrower which is able to enter into a swap with each of the Lenders on a back-to-back basis a fixed rate of interest (the “Third Party Rate”); provided that such third party bank is acceptable to the Lenders (from a credit and compliance point of view); provided further that each Lender may decide whether to enter into such swap on a back-to-back basis or to offer a Mid Swap Rate as being the Third Party Rate plus 0.01%. If the conditions of this paragraph (2) apply, then the Third Party Rate plus 0.01% shall be the Mid Swap Rate for all purposes hereunder. (3) After the setting of the Fixed Interest Rate, the Agent shall determine the approximate amount of Swap Breakage Losses the Lenders may incur if a borrowing of the Loan does not occur on the date specified therefor in the Borrowing Notice or on or prior to the Cutoff Date. The Agent shall promptly notify the Borrower of its determination and provide evidence to the Borrower detailing the basis for its calculations. (c) The parties acknowledge that Exhibit B was prepared based on an assumed interest rate of 7.34% per annum and on an assumed Advance Date of January 7, 2014. After the setting of the Fixed Interest Rate, the Agent shall prepare a new mortgage style amortization schedule for the Loan which takes into account the actual Advance Date and the actual Fixed Interest Rate. Schedule 1 attached to each Note shall be as set forth in the based on such new mortgage style amortization schedule for the Loan to be agreed by the Borrower and the Lendersschedule. (ed) The Borrower shall pay the Security TrusteeAgent, for the benefit on behalf of the Lender GroupLenders, on demand, interest at the Default Rate (calculated on the basis of a 360-day year and the actual number of days elapsed) on overdue principal and, to the extent permitted by applicable law, on any interest and any other amounts payable by the Borrower hereunder or the other Basic Agreements or under a Note (without duplication) not paid when due and payable for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). (fe) Notwithstanding anything herein to Any amount received, realized or held by the contrary, if at any time Security Trustee in respect of the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law Collateral after the occurrence of an Event of Default (collectively unless waived by the “Charges”Lenders), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or the relevant portion thereof distributed and paid forthwith in accordance with applicable law, the rate terms of interest payable in respect of such Loan or the relevant portion thereof hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent permitted by applicable law, the interest and Charges that would have been payable in respect of such Loan or the relevant portion thereof but were not payable as a result of the operation of this Section 2.5(f) shall be cumulated and the interest and Charges payable to such Lender in respect of other periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Applicable Rate to the date of repayment, shall have been received by such Lender.3.3

Interest Rates; Principal Repayment; and Payment Dates. (a) For each Interest Period, the Senior Loan shall bear interest at either the Fixed Rate or the Floating Rate and the Junior Loan shall bear interest at either the Fixed Rate or the Floating Rate (in each case calculated on the basis specified in the definitions thereof) on the unpaid principal amount thereof from time to time outstanding, payable in arrears on each Payment Date; provided, that (i) interest accrued pursuant to Section 2.5(e) shall be payable on demand and (ii) in the event of any repayment or prepayment of any Loan (or any portion thereof), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. The Each Facility Agent shall notify the Borrower, the Security Trustee and each Lender (as soon as practicable (but in no event later than 11:00 a.m. (New York time) on the Business Day immediately preceding such Payment Date)) of the aggregate amount of interest that will be actually due and payable on the Notes on such Payment Date; provided that the failure to provide any such notification or any error in such notification shall not affect the accrual of interest during such Interest Period or the obligation of the Borrower to pay the same as provided in the Notes. For the avoidance of doubt, if the Closing occurs, whether or not the Advance Date occurs on the Scheduled Advance Date, interest for the first Interest Period shall accrue from, and including, the Scheduled Advance Date to, but excluding, the first Payment Date.. 1000301987v14 (b) The Borrower shall, subject to the terms and conditions of this Section 2.5, have the right to select a Floating Rate or a Fixed Rate for either the Senior Loan and/or the Junior Loan. (i) In order to elect a Fixed Rate for the a Loan, the Borrower shall provide written notice to the Senior Facility Agent for a Senior Loan (with a copy to the Junior Facility Agent) and to the Junior Facility Agent for a Junior Loan (with a copy to the Senior Facility Agent) of its intention to have such Loan bear interest at a Fixed Rate at least forty-five (45) days in advance of the Scheduled Advance Date. In such case, the Borrower shall also specify in its Borrowing Notice to the such Facility Agent that the such Loan shall bear interest at the Fixed Rate. Following receipt of the such Borrowing Notice and on the initial Interest Rate Determination Date, the Senior Facility Agent and/or the Junior Facility Agent, as applicable, shall give the Borrower telephonic notice of the Fixed Rate Quote for the such Loan. If the Borrower accepts such Fixed Rate Quote by providing oral confirmation during such telephone call (provided that the Borrower is given a reasonable amount of time to confirm such Fixed Rate Quote on the telephone call and such Fixed Rate Quote is still valid at the time of the Borrower’s acceptance), which oral confirmation shall be binding on the Borrower, the Fixed Rate shall apply for the such Loan and the applicable Facility Agent shall promptly confirm such Fixed Rate Quote to the Borrower in writing. If the Borrower does not accept such Fixed Rate Quote by providing oral confirmation during such telephone call, the Fixed Rate shall not apply to the such Loan. (ii) If the Borrower does not accept the Fixed Rate Quote provided for the Loan as set forth in Section 2.5(b)(i), then the Loan shall bear interest at the Floating Rate and the Borrowing Notice previously provided by the Borrower for the Loan shall be deemed automatically changed from Fixed Rate to Floating Rate. If a Loan shall bear interest at the Floating Rate, then as soon as practicable after 11:00 a.m. (London time) on each Interest Rate Determination Date, the Facility Agent shall determine the Applicable Rate for such Loan for the applicable Interest Period (which determination shall be prima facie evidence of such rate) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and each Lender; provided that the Facility Agent’s failure to so give notice shall not relieve the Borrower of its obligation to pay interest on the Loans hereunder. (c) The Loan shall mature on the Final Maturity Date. The principal amount of the Loan shall be payable on the Payment Dates and in the amounts set forth on the amortization schedule for the Loan to be agreed by the Borrower and the Lenders. Principal payments shall be made by the Borrower to the Security Trustee for the benefit of the Lender Group. Notwithstanding the foregoing, the final payment made under each Note shall be in an amount sufficient to discharge in full the unpaid principal amount, and all accrued and unpaid interest on, and any other amounts due under, such Note. (d) The amortization schedule for the Loan shall be as set forth in the amortization schedule for the Loan to be agreed by the Borrower and the Lenders. (e) The Borrower shall pay the Security Trustee, for the benefit of the Lender Group, on demand, interest at the Default Rate (calculated on the basis of a 360-day year and the actual number of days elapsed) on overdue principal and, to the extent permitted by applicable law, on any interest and any other amounts payable by the Borrower hereunder or the other Basic Agreements or under a Note (without duplication) not paid when due and payable for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). (f) Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or the relevant portion thereof in accordance with applicable law, the rate of interest payable in respect of such Loan or the relevant portion thereof hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent permitted by applicable law, the interest and Charges that would have been payable in respect of such Loan or the relevant portion thereof but were not payable as a result of the operation of this Section 2.5(f) shall be cumulated and the interest and Charges payable to such Lender in respect of other periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Applicable Rate to the date of repayment, shall have been received by such Lender.

Interest Rates; Principal Repayment; and Payment Dates. (a) For each Interest Period, the The Loan shall bear interest at either the Fixed Rate or the Floating Interest Rate (in each case calculated on the basis specified in the definitions definition thereof) on the unpaid principal amount thereof from time to time outstanding, payable in arrears on each Payment Date; provided, that (i) interest accrued pursuant to Section 2.5(e) shall be payable on demand and (ii) in the event of any repayment or prepayment of any Loan (or any portion thereof), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. The Facility Agent shall notify the Borrower, the Security Trustee and each Lender (as soon as practicable (but in no event later than 11:00 a.m. (New York time) on the Business Day immediately preceding such Payment Date)) of the aggregate amount of interest that will be actually due and payable on the Notes on such Payment Date; provided that the failure to provide any such notification or any error in such notification shall not affect the accrual of interest during such Interest Period or the obligation of the Borrower to pay the same as provided in the Notes. For the avoidance of doubt, if the Closing occurs, whether or not the Advance Date occurs on the Scheduled Advance Date, interest for the first Interest Period shall accrue from, and including, the Scheduled Advance Date to, but excluding, the first Payment Date. (b) The Borrower shall, subject to the terms and conditions of this Section 2.5, have the right to select a Floating Rate or a Fixed Rate for the Loan. (i) In order to elect a Fixed Rate for the Loan, the Borrower shall specify in its Borrowing Notice to the Facility Agent that the Loan shall bear interest at the Fixed Rate. Following receipt of the Borrowing Notice and on the initial Interest Rate Determination Date, the Facility Agent shall give the Borrower telephonic notice of the Fixed Rate Quote for the Loan. If the Borrower accepts such Fixed Rate Quote by providing oral confirmation during such telephone call (provided that the Borrower is given a reasonable amount of time to confirm such Fixed Rate Quote on the telephone call and such Fixed Rate Quote is still valid at the time of the Borrower’s acceptance), which oral confirmation shall be binding on the Borrower, the Fixed Rate shall apply for the Loan and the Facility Agent shall promptly confirm such Fixed Rate Quote to the Borrower in writing. If the Borrower does not accept such Fixed Rate Quote by providing oral confirmation during such telephone call, the Fixed Rate shall not apply to the Loan. (ii) If the Borrower does not accept the Fixed Rate Quote provided for the Loan as set forth in Section 2.5(b)(i), then the Loan shall bear interest at the Floating Rate and the Borrowing Notice previously provided by the Borrower for the Loan shall be deemed automatically changed from Fixed Rate to Floating Rate. If a Loan shall bear interest at the Floating Rate, then as soon as practicable after 11:00 a.m. (London time) on each Interest Rate Determination Date, the Facility Agent shall determine the Applicable Rate for such Loan for the applicable Interest Period (which determination shall be prima facie evidence of such rate) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and each Lender; provided that the Facility Agent’s failure to so give notice shall not relieve the Borrower of its obligation to pay interest on the Loans hereunder. (c) The Loan shall mature on the Final Maturity Date. The principal amount of the Loan shall be payable on the Payment Dates dates and in the amounts set forth on the amortization schedule for the Loan to be agreed by the Borrower and the Lenders. Principal payments shall be made by the Borrower to the Security Trustee for the benefit of the Lender Group. in Exhibit B. Notwithstanding the foregoing, the final payment made under each Note shall be in an amount sufficient to discharge in full the unpaid principal amount, and all accrued and unpaid interest on, and any other amounts due under, such Note. (db) The following procedures shall apply to determine the Fixed Interest Rate applicable to the Loan: (1) No later than 11:00 a.m. New York time on the Business Day prior to the Advance Date (or such shorter period as agreed between the parties), the Lenders will notify the Borrower of a single fixed rate of interest (the “Lenders’ Rate”). The Lenders’ Rate shall be agreed to by each Lender and the Agent shall advise the Borrower of each individual Lender’s rate which forms the basis of the Lenders’ Rate. In case the Lenders’ Rate is not greater by more than 0.01% than the rate calculated by the Guarantor using Bloomberg swap manager (SWPM) for a swap having the same characteristics as the profile of the Loan (with the help of the Lenders), then the Lenders’ Rate shall be the Mid Swap Rate for all purposes hereunder. (2) If the Lenders’ Rate is greater by more than 0.01% than the rate calculated by the Guarantor using Bloomberg swap manager (SWPM) (with the help of the Lenders), then each Lender shall obtain from a third party bank pre-approved by the Borrower which is able to enter into a swap with each of the Lenders on a back-to-back basis a fixed rate of interest (the “Third Party Rate”); provided that such third party bank is acceptable to the Lenders (from a credit and compliance point of view); provided further that each Lender may decide whether to enter into such swap on a back-to-back basis or to offer a Mid Swap Rate as being the Third Party Rate plus 0.01%. If the conditions of this paragraph (2) apply, then the Third Party Rate plus 0.01% shall be the Mid Swap Rate for all purposes hereunder. (3) After the setting of the Fixed Interest Rate, the Agent shall determine the approximate amount of Swap Breakage Losses the Lenders may incur if a borrowing of the Loan does not occur on the date specified therefor in the Borrowing Notice or on or prior to the Cutoff Date. The Agent shall promptly notify the Borrower of its determination and provide evidence to the Borrower detailing the basis for its calculations. (c) The parties acknowledge that Exhibit B was prepared based on an assumed interest rate of 7.28% per annum and on an assumed Advance Date of January 7, 2014. After the setting of the Fixed Interest Rate, the Agent shall prepare a new mortgage style amortization schedule for the Loan which takes into account the actual Advance Date and the actual Fixed Interest Rate. Schedule 1 attached to each Note shall be as set forth in the based on such new mortgage style amortization schedule for the Loan to be agreed by the Borrower and the Lendersschedule. (ed) The Borrower shall pay the Security TrusteeAgent, for the benefit on behalf of the Lender GroupLenders, on demand, interest at the Default Rate (calculated on the basis of a 360-day year and the actual number of days elapsed) on overdue principal and, to the extent permitted by applicable law, on any interest and any other amounts payable by the Borrower hereunder or the other Basic Agreements or under a Note (without duplication) not paid when due and payable for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). (fe) Notwithstanding anything herein to Any amount received, realized or held by the contrary, if at any time Security Trustee in respect of the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law Collateral after the occurrence of an Event of Default (collectively unless waived by the “Charges”Lenders), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or the relevant portion thereof distributed and paid forthwith in accordance with applicable law, the rate terms of interest payable in respect of such Loan or the relevant portion thereof hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent permitted by applicable law, the interest and Charges that would have been payable in respect of such Loan or the relevant portion thereof but were not payable as a result of the operation of this Section 2.5(f) shall be cumulated and the interest and Charges payable to such Lender in respect of other periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Applicable Rate to the date of repayment, shall have been received by such Lender.3.3

Interest Rates; Principal Repayment; and Payment Dates. (a) For each Interest Period, the The Loan shall bear interest at either the Fixed Rate or the Floating Interest Rate (in each case calculated on the basis specified in the definitions definition thereof) on the unpaid principal amount thereof from time to time outstanding, payable in arrears on each Payment Date; provided, that (i) interest accrued pursuant to Section 2.5(e) shall be payable on demand and (ii) in the event of any repayment or prepayment of any Loan (or any portion thereof), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. The Facility Agent shall notify the Borrower, the Security Trustee and each Lender (as soon as practicable (but in no event later than 11:00 a.m. (New York time) on the Business Day immediately preceding such Payment Date)) of the aggregate amount of interest that will be actually due and payable on the Notes on such Payment Date; provided that the failure to provide any such notification or any error in such notification shall not affect the accrual of interest during such Interest Period or the obligation of the Borrower to pay the same as provided in the Notes. For the avoidance of doubt, if the Closing occurs, whether or not the Advance Date occurs on the Scheduled Advance Date, interest for the first Interest Period shall accrue from, and including, the Scheduled Advance Date to, but excluding, the first Payment Date. (b) The Borrower shall, subject to the terms and conditions of this Section 2.5, have the right to select a Floating Rate or a Fixed Rate for the Loan. (i) In order to elect a Fixed Rate for the Loan, the Borrower shall specify in its Borrowing Notice to the Facility Agent that the Loan shall bear interest at the Fixed Rate. Following receipt of the Borrowing Notice and on the initial Interest Rate Determination Date, the Facility Agent shall give the Borrower telephonic notice of the Fixed Rate Quote for the Loan. If the Borrower accepts such Fixed Rate Quote by providing oral confirmation during such telephone call (provided that the Borrower is given a reasonable amount of time to confirm such Fixed Rate Quote on the telephone call and such Fixed Rate Quote is still valid at the time of the Borrower’s acceptance), which oral confirmation shall be binding on the Borrower, the Fixed Rate shall apply for the Loan and the Facility Agent shall promptly confirm such Fixed Rate Quote to the Borrower in writing. If the Borrower does not accept such Fixed Rate Quote by providing oral confirmation during such telephone call, the Fixed Rate shall not apply to the Loan. (ii) If the Borrower does not accept the Fixed Rate Quote provided for the Loan as set forth in Section 2.5(b)(i), then the Loan shall bear interest at the Floating Rate and the Borrowing Notice previously provided by the Borrower for the Loan shall be deemed automatically changed from Fixed Rate to Floating Rate. If a Loan shall bear interest at the Floating Rate, then as soon as practicable after 11:00 a.m. (London time) on each Interest Rate Determination Date, the Facility Agent shall determine the Applicable Rate for such Loan for the applicable Interest Period (which determination shall be prima facie evidence of such rate) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and each Lender; provided that the Facility Agent’s failure to so give notice shall not relieve the Borrower of its obligation to pay interest on the Loans hereunder. (c) The Loan shall mature on the Final Maturity Date. The principal amount of the Loan shall be payable on the Payment Dates dates and in the amounts set forth on the amortization schedule for the Loan to be agreed by the Borrower and the Lenders. Principal payments shall be made by the Borrower to the Security Trustee for the benefit of the Lender Group. in Exhibit B. Notwithstanding the foregoing, the final payment made under each Note shall be in an amount sufficient to discharge in full the unpaid principal amount, and all accrued and unpaid interest on, and any other amounts due under, such Note. (db) The following procedures shall apply to determine the Fixed Interest Rate applicable to the Loan: (1) No later than 11:00 a.m. New York time on the Business Day prior to the Advance Date (or such shorter period as agreed between the parties), the Lenders will notify the Borrower of a single fixed rate of interest (the “Lenders’ Rate”). The Lenders’ Rate shall be agreed to by each Lender and the Agent shall advise the Borrower of each individual Lender’s rate which forms the basis of the Lenders’ Rate. In case the Lenders’ Rate is not greater by more than 0.01% than the rate calculated by the Guarantor using Bloomberg swap manager (SWPM) for a swap having the same characteristics as the profile of the Loan (with the help of the Lenders), then the Lenders’ Rate shall be the Mid Swap Rate for all purposes hereunder. (2) If the Lenders’ Rate is greater by more than 0.01% than the rate calculated by the Guarantor using Bloomberg swap manager (SWPM) (with the help of the Lenders), then each Lender shall obtain from a third party bank pre-approved by the Borrower which is able to enter into a swap with each of the Lenders on a back-to-back basis a fixed rate of interest (the “Third Party Rate”); provided that such third party bank is acceptable to the Lenders (from a credit and compliance point of view); provided further that each Lender may decide whether to enter into such swap on a back-to-back basis or to offer a Mid Swap Rate as being the Third Party Rate plus 0.01%. If the conditions of this paragraph (2) apply, then the Third Party Rate plus 0.01% shall be the Mid Swap Rate for all purposes hereunder. (3) After the setting of the Fixed Interest Rate, the Agent shall determine the approximate amount of Swap Breakage Losses the Lenders may incur if a borrowing of the Loan does not occur on the date specified therefor in the Borrowing Notice or on or prior to the Cutoff Date. The Agent shall promptly notify the Borrower of its determination and provide evidence to the Borrower detailing the basis for its calculations. (c) The parties acknowledge that Exhibit B was prepared based on an assumed interest rate of 7.37% per annum and on an assumed Advance Date of January 6, 2014. After the setting of the Fixed Interest Rate, the Agent shall prepare a new mortgage style amortization schedule for the Loan which takes into account the actual Advance Date and the actual Fixed Interest Rate. Schedule 1 attached to each Note shall be as set forth in the based on such new mortgage style amortization schedule for the Loan to be agreed by the Borrower and the Lendersschedule. (ed) The Borrower shall pay the Security TrusteeAgent, for the benefit on behalf of the Lender GroupLenders, on demand, interest at the Default Rate (calculated on the basis of a 360-day year and the actual number of days elapsed) on overdue principal and, to the extent permitted by applicable law, on any interest and any other amounts payable by the Borrower hereunder or the other Basic Agreements or under a Note (without duplication) not paid when due and payable for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). (fe) Notwithstanding anything herein to Any amount received, realized or held by the contrary, if at any time Security Trustee in respect of the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law Collateral after the occurrence of an Event of Default (collectively unless waived by the “Charges”Lenders), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or the relevant portion thereof distributed and paid forthwith in accordance with applicable law, the rate terms of interest payable in respect of such Loan or the relevant portion thereof hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent permitted by applicable law, the interest and Charges that would have been payable in respect of such Loan or the relevant portion thereof but were not payable as a result of the operation of this Section 2.5(f) shall be cumulated and the interest and Charges payable to such Lender in respect of other periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Applicable Rate to the date of repayment, shall have been received by such Lender.3.3

Interest Rates; Principal Repayment; and Payment Dates. (a) For each Interest Period, the The Loan shall bear interest at either the Fixed Rate or the Floating Interest Rate (in each case calculated on the basis specified in the definitions definition thereof) on the unpaid principal amount thereof from time to time outstanding, payable in arrears on each Payment Date; provided, that (i) interest accrued pursuant to Section 2.5(e) shall be payable on demand and (ii) in the event of any repayment or prepayment of any Loan (or any portion thereof), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. The Facility Agent shall notify the Borrower, the Security Trustee and each Lender (as soon as practicable (but in no event later than 11:00 a.m. (New York time) on the Business Day immediately preceding such Payment Date)) of the aggregate amount of interest that will be actually due and payable on the Notes on such Payment Date; provided that the failure to provide any such notification or any error in such notification shall not affect the accrual of interest during such Interest Period or the obligation of the Borrower to pay the same as provided in the Notes. For the avoidance of doubt, if the Closing occurs, whether or not the Advance Date occurs on the Scheduled Advance Date, interest for the first Interest Period shall accrue from, and including, the Scheduled Advance Date to, but excluding, the first Payment Date. (b) The Borrower shall, subject to the terms and conditions of this Section 2.5, have the right to select a Floating Rate or a Fixed Rate for the Loan. (i) In order to elect a Fixed Rate for the Loan, the Borrower shall specify in its Borrowing Notice to the Facility Agent that the Loan shall bear interest at the Fixed Rate. Following receipt of the Borrowing Notice and on the initial Interest Rate Determination Date, the Facility Agent shall give the Borrower telephonic notice of the Fixed Rate Quote for the Loan. If the Borrower accepts such Fixed Rate Quote by providing oral confirmation during such telephone call (provided that the Borrower is given a reasonable amount of time to confirm such Fixed Rate Quote on the telephone call and such Fixed Rate Quote is still valid at the time of the Borrower’s acceptance), which oral confirmation shall be binding on the Borrower, the Fixed Rate shall apply for the Loan and the Facility Agent shall promptly confirm such Fixed Rate Quote to the Borrower in writing. If the Borrower does not accept such Fixed Rate Quote by providing oral confirmation during such telephone call, the Fixed Rate shall not apply to the Loan. (ii) If the Borrower does not accept the Fixed Rate Quote provided for the Loan as set forth in Section 2.5(b)(i), then the Loan shall bear interest at the Floating Rate and the Borrowing Notice previously provided by the Borrower for the Loan shall be deemed automatically changed from Fixed Rate to Floating Rate. If a Loan shall bear interest at the Floating Rate, then as soon as practicable after 11:00 a.m. (London time) on each Interest Rate Determination Date, the Facility Agent shall determine the Applicable Rate for such Loan for the applicable Interest Period (which determination shall be prima facie evidence of such rate) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and each Lender; provided that the Facility Agent’s failure to so give notice shall not relieve the Borrower of its obligation to pay interest on the Loans hereunder. (c) The Loan shall mature on the Final Maturity Date. The principal amount of the Loan shall be payable on the Payment Dates dates and in the amounts set forth on the amortization schedule for the Loan to be agreed by the Borrower and the Lenders. Principal payments shall be made by the Borrower to the Security Trustee for the benefit of the Lender Group. in Exhibit B. Notwithstanding the foregoing, the final payment made under each Note shall be in an amount sufficient to discharge in full the unpaid principal amount, and all accrued and unpaid interest on, and any other amounts due under, such Note. (db) The following procedures shall apply to determine the Fixed Interest Rate applicable to the Loan: (1) No later than 11:00 a.m. New York time on the Business Day prior to the Advance Date (or such shorter period as agreed between the parties), the Lenders will notify the Borrower of a single fixed rate of interest (the “Lenders’ Rate”). The Lenders’ Rate shall be agreed to by each Lender and the Agent shall advise the Borrower of each individual Lender’s rate which forms the basis of the Lenders’ Rate. In case the Lenders’ Rate is not greater by more than 0.01% than the rate calculated by the Guarantor using Bloomberg swap manager (SWPM) for a swap having the same characteristics as the profile of the Loan (with the help of the Lenders), then the Lenders’ Rate shall be the Mid Swap Rate for all purposes hereunder. (2) If the Lenders’ Rate is greater by more than 0.01% than the rate calculated by the Guarantor using Bloomberg swap manager (SWPM) (with the help of the Lenders), then each Lender shall obtain from a third party bank pre-approved by the Borrower which is able to enter into a swap with each of the Lenders on a back-to-back basis a fixed rate of interest (the “Third Party Rate”); provided that such third party bank is acceptable to the Lenders (from a credit and compliance point of view); provided further that each Lender may decide whether to enter into such swap on a back-to-back basis or to offer a Mid Swap Rate as being the Third Party Rate plus 0.01%. If the conditions of this paragraph (2) apply, then the Third Party Rate plus 0.01% shall be the Mid Swap Rate for all purposes hereunder. (3) After the setting of the Fixed Interest Rate, the Agent shall determine the approximate amount of Swap Breakage Losses the Lenders may incur if a borrowing of the Loan does not occur on the date specified therefor in the Borrowing Notice or on or prior to the Cutoff Date. The Agent shall promptly notify the Borrower of its determination and provide evidence to the Borrower detailing the basis for its calculations. (c) The parties acknowledge that Exhibit B was prepared based on an assumed interest rate of 4.47% per annum and on an assumed Advance Date of January 7, 2014. After the setting of the Fixed Interest Rate, the Agent shall prepare a new mortgage style amortization schedule for the Loan which takes into account the actual Advance Date and the actual Fixed Interest Rate. Schedule 1 attached to each Note shall be as set forth in the based on such new mortgage style amortization schedule for the Loan to be agreed by the Borrower and the Lendersschedule. (ed) The Borrower shall pay the Security TrusteeAgent, for the benefit on behalf of the Lender GroupLenders, on demand, interest at the Default Rate (calculated on the basis of a 360-day year and the actual number of days elapsed) on overdue principal and, to the extent permitted by applicable law, on any interest and any other amounts payable by the Borrower hereunder or the other Basic Agreements or under a Note (without duplication) not paid when due and payable for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). (fe) Notwithstanding anything herein to Any amount received, realized or held by the contrary, if at any time Security Trustee in respect of the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law Collateral after the occurrence of an Event of Default (collectively unless waived by the “Charges”Lenders), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or the relevant portion thereof distributed and paid forthwith in accordance with applicable lawthe terms of Section 3.3 of the Security Agreement. (f) Funds received by the Agent from the Borrower shall be distributed to the Lenders as follows: first, to the rate payment of any fees, costs, charges, or expenses, if any (including, without limitation, interest payable in respect on overdue amounts and), Prepayment Compensation, if any, Liquidity Breakage, if any, Swap Breakage Losses, if any, or other amount (other than the principal amount of such Loan or any interest due thereon) due under this Agreement, second, accrued interest on the relevant portion thereof hereunder, together with all Charges Loan due and payable in respect thereof, shall be limited to on the Maximum Rate date of such payment (as well as any interest on overdue principal) and, to the extent permitted by applicable law, the interest and Charges that would have been payable in respect of such Loan or other amounts due under this Agreement, third, to the relevant portion thereof but were not payable as a result payment of the operation installment of this Section 2.5(f) the principal amount of the Loan then due and payable, and fourth, the balance, if any, remaining thereafter, to the payment of the principal amount of the Loan remaining unpaid. The amounts paid pursuant to clause fourth above shall be cumulated and the interest and Charges payable to such Lender in respect of other periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Applicable Rate applied to the date installments of repayment, shall have been received by such Lenderprincipal of the Loan in the inverse order of maturity.

Interest Rates; Principal Repayment; and Payment Dates. (a) For each Interest Period, the The Loan shall bear interest at either the Fixed Rate or the Floating Interest Rate (in each case calculated on the basis specified in the definitions definition thereof) on the unpaid principal amount thereof from time to time outstanding, payable in arrears on each Payment Date; provided, that (i) interest accrued pursuant to Section 2.5(e) shall be payable on demand and (ii) in the event of any repayment or prepayment of any Loan (or any portion thereof), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. The Facility Agent shall notify the Borrower, the Security Trustee and each Lender (as soon as practicable (but in no event later than 11:00 a.m. (New York time) on the Business Day immediately preceding such Payment Date)) of the aggregate amount of interest that will be actually due and payable on the Notes on such Payment Date; provided that the failure to provide any such notification or any error in such notification shall not affect the accrual of interest during such Interest Period or the obligation of the Borrower to pay the same as provided in the Notes. For the avoidance of doubt, if the Closing occurs, whether or not the Advance Date occurs on the Scheduled Advance Date, interest for the first Interest Period shall accrue from, and including, the Scheduled Advance Date to, but excluding, the first Payment Date. (b) The Borrower shall, subject to the terms and conditions of this Section 2.5, have the right to select a Floating Rate or a Fixed Rate for the Loan. (i) In order to elect a Fixed Rate for the Loan, the Borrower shall specify in its Borrowing Notice to the Facility Agent that the Loan shall bear interest at the Fixed Rate. Following receipt of the Borrowing Notice and on the initial Interest Rate Determination Date, the Facility Agent shall give the Borrower telephonic notice of the Fixed Rate Quote for the Loan. If the Borrower accepts such Fixed Rate Quote by providing oral confirmation during such telephone call (provided that the Borrower is given a reasonable amount of time to confirm such Fixed Rate Quote on the telephone call and such Fixed Rate Quote is still valid at the time of the Borrower’s acceptance), which oral confirmation shall be binding on the Borrower, the Fixed Rate shall apply for the Loan and the Facility Agent shall promptly confirm such Fixed Rate Quote to the Borrower in writing. If the Borrower does not accept such Fixed Rate Quote by providing oral confirmation during such telephone call, the Fixed Rate shall not apply to the Loan. (ii) If the Borrower does not accept the Fixed Rate Quote provided for the Loan as set forth in Section 2.5(b)(i), then the Loan shall bear interest at the Floating Rate and the Borrowing Notice previously provided by the Borrower for the Loan shall be deemed automatically changed from Fixed Rate to Floating Rate. If a Loan shall bear interest at the Floating Rate, then as soon as practicable after 11:00 a.m. (London time) on each Interest Rate Determination Date, the Facility Agent shall determine the Applicable Rate for such Loan for the applicable Interest Period (which determination shall be prima facie evidence of such rate) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and each Lender; provided that the Facility Agent’s failure to so give notice shall not relieve the Borrower of its obligation to pay interest on the Loans hereunder. (c) The Loan shall mature on the Final Maturity Date. The principal amount of the Loan shall be payable on the Payment Dates dates and in the amounts set forth on the amortization schedule for the Loan to be agreed by the Borrower and the Lenders. Principal payments shall be made by the Borrower to the Security Trustee for the benefit of the Lender Group. in Exhibit B. Notwithstanding the foregoing, the final payment made under each Note shall be in an amount sufficient to discharge in full the unpaid principal amount, and all accrued and unpaid interest on, and any other amounts due under, such Note. (db) The following procedures shall apply to determine the Fixed Interest Rate applicable to the Loan: (1) No later than 11:00 a.m. New York time on the Business Day prior to the Advance Date (or such shorter period as agreed between the parties), the Lenders will notify the Borrower of a single fixed rate of interest (the “Lenders’ Rate”). The Lenders’ Rate shall be agreed to by each Lender and the Agent shall advise the Borrower of each individual Lender’s rate which forms the basis of the Lenders’ Rate. In case the Lenders’ Rate is not greater by more than 0.01% than the rate calculated by the Guarantor using Bloomberg swap manager (SWPM) for a swap having the same characteristics as the profile of the Loan (with the help of the Lenders), then the Lenders’ Rate shall be the Mid Swap Rate for all purposes hereunder. (2) If the Lenders’ Rate is greater by more than 0.01% than the rate calculated by the Guarantor using Bloomberg swap manager (SWPM) (with the help of the Lenders), then each Lender shall obtain from a third party bank pre-approved by the Borrower which is able to enter into a swap with each of the Lenders on a back-to-back basis a fixed rate of interest (the “Third Party Rate”); provided that such third party bank is acceptable to the Lenders (from a credit and compliance point of view); provided further that each Lender may decide whether to enter into such swap on a back-to-back basis or to offer a Mid Swap Rate as being the Third Party Rate plus 0.01%. If the conditions of this paragraph (2) apply, then the Third Party Rate plus 0.01% shall be the Mid Swap Rate for all purposes hereunder. (3) After the setting of the Fixed Interest Rate, the Agent shall determine the approximate amount of Swap Breakage Losses the Lenders may incur if a borrowing of the Loan does not occur on the date specified therefor in the Borrowing Notice or on or prior to the Cutoff Date. The Agent shall promptly notify the Borrower of its determination and provide evidence to the Borrower detailing the basis for its calculations. (c) The parties acknowledge that Exhibit B was prepared based on an assumed interest rate of 4.56% per annum and on an assumed Advance Date of January 6, 2014. After the setting of the Fixed Interest Rate, the Agent shall prepare a new mortgage style amortization schedule for the Loan which takes into account the actual Advance Date and the actual Fixed Interest Rate. Schedule 1 attached to each Note shall be as set forth in the based on such new mortgage style amortization schedule for the Loan to be agreed by the Borrower and the Lendersschedule. (ed) The Borrower shall pay the Security TrusteeAgent, for the benefit on behalf of the Lender GroupLenders, on demand, interest at the Default Rate (calculated on the basis of a 360-day year and the actual number of days elapsed) on overdue principal and, to the extent permitted by applicable law, on any interest and any other amounts payable by the Borrower hereunder or the other Basic Agreements or under a Note (without duplication) not paid when due and payable for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). (fe) Notwithstanding anything herein to Any amount received, realized or held by the contrary, if at any time Security Trustee in respect of the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law Collateral after the occurrence of an Event of Default (collectively unless waived by the “Charges”Lenders), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or the relevant portion thereof distributed and paid forthwith in accordance with applicable lawthe terms of Section 3.3 of the Security Agreement. (f) Funds received by the Agent from the Borrower shall be distributed to the Lenders as follows: first, to the rate payment of any fees, costs, charges, or expenses, if any (including, without limitation, interest payable in respect on overdue amounts and), Prepayment Compensation, if any, Liquidity Breakage, if any, Swap Breakage Losses, if any, or other amount (other than the principal amount of such Loan or any interest due thereon) due under this Agreement, second, accrued interest on the relevant portion thereof hereunder, together with all Charges Loan due and payable in respect thereof, shall be limited to on the Maximum Rate date of such payment (as well as any interest on overdue principal) and, to the extent permitted by applicable law, the interest and Charges that would have been payable in respect of such Loan or other amounts due under this Agreement, third, to the relevant portion thereof but were not payable as a result payment of the operation installment of this Section 2.5(f) the principal amount of the Loan then due and payable, and fourth, the balance, if any, remaining thereafter, to the payment of the principal amount of the Loan remaining unpaid. The amounts paid pursuant to clause fourth above shall be cumulated and the interest and Charges payable to such Lender in respect of other periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Applicable Rate applied to the date installments of repayment, shall have been received by such Lenderprincipal of the Loan in the inverse order of maturity.

Interest Rates; Principal Repayment; and Payment Dates. (a) For each Interest Period, the The Loan shall bear interest at either the Fixed Rate or the Floating Interest Rate (in each case calculated on the basis specified in the definitions definition thereof) on the unpaid principal amount thereof from time to time outstanding, payable in arrears on each Payment Date; provided, that (i) interest accrued pursuant to Section 2.5(e) shall be payable on demand and (ii) in the event of any repayment or prepayment of any Loan (or any portion thereof), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. The Facility Agent shall notify the Borrower, the Security Trustee and each Lender (as soon as practicable (but in no event later than 11:00 a.m. (New York time) on the Business Day immediately preceding such Payment Date)) of the aggregate amount of interest that will be actually due and payable on the Notes on such Payment Date; provided that the failure to provide any such notification or any error in such notification shall not affect the accrual of interest during such Interest Period or the obligation of the Borrower to pay the same as provided in the Notes. For the avoidance of doubt, if the Closing occurs, whether or not the Advance Date occurs on the Scheduled Advance Date, interest for the first Interest Period shall accrue from, and including, the Scheduled Advance Date to, but excluding, the first Payment Date. (b) The Borrower shall, subject to the terms and conditions of this Section 2.5, have the right to select a Floating Rate or a Fixed Rate for the Loan. (i) In order to elect a Fixed Rate for the Loan, the Borrower shall specify in its Borrowing Notice to the Facility Agent that the Loan shall bear interest at the Fixed Rate. Following receipt of the Borrowing Notice and on the initial Interest Rate Determination Date, the Facility Agent shall give the Borrower telephonic notice of the Fixed Rate Quote for the Loan. If the Borrower accepts such Fixed Rate Quote by providing oral confirmation during such telephone call (provided that the Borrower is given a reasonable amount of time to confirm such Fixed Rate Quote on the telephone call and such Fixed Rate Quote is still valid at the time of the Borrower’s acceptance), which oral confirmation shall be binding on the Borrower, the Fixed Rate shall apply for the Loan and the Facility Agent shall promptly confirm such Fixed Rate Quote to the Borrower in writing. If the Borrower does not accept such Fixed Rate Quote by providing oral confirmation during such telephone call, the Fixed Rate shall not apply to the Loan. (ii) If the Borrower does not accept the Fixed Rate Quote provided for the Loan as set forth in Section 2.5(b)(i), then the Loan shall bear interest at the Floating Rate and the Borrowing Notice previously provided by the Borrower for the Loan shall be deemed automatically changed from Fixed Rate to Floating Rate. If a Loan shall bear interest at the Floating Rate, then as soon as practicable after 11:00 a.m. (London time) on each Interest Rate Determination Date, the Facility Agent shall determine the Applicable Rate for such Loan for the applicable Interest Period (which determination shall be prima facie evidence of such rate) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and each Lender; provided that the Facility Agent’s failure to so give notice shall not relieve the Borrower of its obligation to pay interest on the Loans hereunder. (c) The Loan shall mature on the Final Maturity Date. The principal amount of the Loan shall be payable on the Payment Dates dates and in the amounts set forth on the amortization schedule for the Loan to be agreed by the Borrower and the Lenders. Principal payments shall be made by the Borrower to the Security Trustee for the benefit of the Lender Group. in Exhibit B. Notwithstanding the foregoing, the final payment made under each Note shall be in an amount sufficient to discharge in full the unpaid principal amount, and all accrued and unpaid interest on, and any other amounts due under, such Note. (db) The following procedures shall apply to determine the Fixed Interest Rate applicable to the Loan: (1) No later than 11:00 a.m. New York time on the Business Day prior to the Advance Date (or such shorter period as agreed between the parties), the Lenders will notify the Borrower of a single fixed rate of interest (the “Lenders’ Rate”). The Lenders’ Rate shall be agreed to by each Lender and the Agent shall advise the Borrower of each individual Lender’s rate which forms the basis of the Lenders’ Rate. In case the Lenders’ Rate is not greater by more than 0.01% than the rate calculated by the Guarantor using Bloomberg swap manager (SWPM) for a swap having the same characteristics as the profile of the Loan (with the help of the Lenders), then the Lenders’ Rate shall be the Mid Swap Rate for all purposes hereunder. (2) If the Lenders’ Rate is greater by more than 0.01% than the rate calculated by the Guarantor using Bloomberg swap manager (SWPM) (with the help of the Lenders), then each Lender shall obtain from a third party bank pre-approved by the Borrower which is able to enter into a swap with each of the Lenders on a back-to-back basis a fixed rate of interest (the “Third Party Rate”); provided that such third party bank is acceptable to the Lenders (from a credit and compliance point of view); provided further that each Lender may decide whether to enter into such swap on a back-to-back basis or to offer a Mid Swap Rate as being the Third Party Rate plus 0.01%. If the conditions of this paragraph (2) apply, then the Third Party Rate plus 0.01% shall be the Mid Swap Rate for all purposes hereunder. (3) After the setting of the Fixed Interest Rate, the Agent shall determine the approximate amount of Swap Breakage Losses the Lenders may incur if a borrowing of the Loan does not occur on the date specified therefor in the Borrowing Notice or on or prior to the Cutoff Date. The Agent shall promptly notify the Borrower of its determination and provide evidence to the Borrower detailing the basis for its calculations. (c) The parties acknowledge that Exhibit B was prepared based on an assumed interest rate of 7.34% per annum and on an assumed Advance Date of January 7, 2014. After the setting of the Fixed Interest Rate, the Agent shall prepare a new mortgage style amortization schedule for the Loan which takes into account the actual Advance Date and the actual Fixed Interest Rate. Schedule 1 attached to each Note shall be as set forth in the based on such new mortgage style amortization schedule for the Loan to be agreed by the Borrower and the Lendersschedule. (ed) The Borrower shall pay the Security TrusteeAgent, for the benefit on behalf of the Lender GroupLenders, on demand, interest at the Default Rate (calculated on the basis of a 360-day year and the actual number of days elapsed) on overdue principal and, to the extent permitted by applicable law, on any interest and any other amounts payable by the Borrower hereunder or the other Basic Agreements or under a Note (without duplication) not paid when due and payable for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). (fe) Notwithstanding anything herein to Any amount received, realized or held by the contrary, if at any time Security Trustee in respect of the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law Collateral after the occurrence of an Event of Default (collectively unless waived by the “Charges”Lenders), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or the relevant portion thereof distributed and paid forthwith in accordance with applicable lawthe terms of Section 3.3 of the Security Agreement. (f) Funds received by the Agent from the Borrower shall be distributed to the Lenders as follows: first, to the rate payment of any fees, costs, charges, or expenses, if any (including, without limitation, interest payable in respect on overdue amounts and), Prepayment Compensation, if any, Liquidity Breakage, if any, Swap Breakage Losses, if any, or other amount (other than the principal amount of such Loan or any interest due thereon) due under this Agreement, second, accrued interest on the relevant portion thereof hereunder, together with all Charges Loan due and payable in respect thereof, shall be limited to on the Maximum Rate date of such payment (as well as any interest on overdue principal) and, to the extent permitted by applicable law, the interest and Charges that would have been payable in respect of such Loan or other amounts due under this Agreement, third, to the relevant portion thereof but were not payable as a result payment of the operation installment of this Section 2.5(f) the principal amount of the Loan then due and payable, and fourth, the balance, if any, remaining thereafter, to the payment of the principal amount of the Loan remaining unpaid. The amounts paid pursuant to clause fourth above shall be cumulated and the interest and Charges payable to such Lender in respect of other periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Applicable Rate applied to the date installments of repayment, shall have been received by such Lenderprincipal of the Loan in the inverse order of maturity.