Promissory Note Interest Details

What is the rate agreement after signing this collatoral "*. This Confirmation is subject to, and incorporates, the * ISDA Interest Rate Derivatives Definitions (the "Definitions"), published by the International Swaps and Derivatives Association, Inc. This Confirmation supplements, forms a part of and is subject to the ISDA March * DF Protocol Master Agreement in the form of a * ISDA Master Agreement, as defined in the Swap Dealer Business Conduct & Trading Relationship Agreement dated as of December *, * as amended and supplemented from time to time (the "Swap Agreement") between GS Bank USA and Counterparty. All provisions contained in, or incorporated by reference to, the Swap Agreement shall govern this Confirmation except as expressly modified below. In the event of any inconsistency between this Confirmation, the Definitions, or the Swap Agreement, as the case may be, this Confirmation will control for purposes of the Transaction to which this Confirmation relates. *. The terms of the Transaction to which this Confirmation relates are as follows: Notional Amount: USD *,*,*.* Trade Date: January *, * Effective Date: January *, * DocControlId: XDCTRL000002183197-* Transaction ID:LTAAB4ZN3334RNTC9DG.*.*.*.*-* * of * Termination Date: April *, *, subject to No Adjustment Fixed Amounts: Fixed Amount Payer: Counterparty Fixed Amount Payer Payment Date: January *, *, subject to adjustment in accordance with the Following Business Day Convention Fixed Amount: USD *,*.* Floating Amounts: Floating Amount Payer: GS Bank USA Floating Amount Payer Period End Dates: Monthly, on the 10th day of each month, commencing on February *, * and ending on the Termination Date, subject to No Adjustment Floating Amount Payer Payment Dates: Each Floating Amount Payer Period End Date, subject to adjustment in accordance with the Preceding Business Day Convention Strike Cap Rate: *.*% Floating Rate: The greater of: (i) (INDEX minus Strike Cap Rate) or (ii) Zero Where, INDEX = USD-SOFR CME Term with a Designated Maturity of * Month For the purpose of this Confirmation only, Section *.*.*(i) of the Definitions shall be amended, so that the reference therein to “to the nearest one hundred-thousandth of a percentage point (e.g., *.*% (or *.*) being rounded down to *.*% (or *.*) and *.*% (or *.*) being rounded up to *.*% (or *.*); and -*.*% (or -*.*) being rounded up to -*.*% (or -*.*) and -*.*% (or -*.*) being rounded down to -*.*% (or -*.*))” shall be replaced with “up to the nearest one hundredth of a percentage point.” Fixing Day: "On that Reset Date, except that if such date is not a U.S. Government Securities Business Day(s), then the first U.S. Government Securities Business Day(s) preceding that Reset Date" Floating Rate Reset Dates: The first day of each Calculation Period, subject to adjustment in accordance with the Preceding Business Day Convention Floating Rate Day Count Fraction: Actual/* Business Days: New York Calculation Agent: GS Bank USA *. Additional Provisions: DocControlId: XDCTRL000002183197-* Transaction ID:LTAAB4ZN3334RNTC9DG.*.*.*.*-* * of * “Specified Entities” will not apply. “Specified Transactions” will not apply. “Cross Default” will not apply. “Credit Event Upon Merger” will not apply. The “Automatic Early Termination” provision in Section *(a) will not apply. U.S. Dollars will be the Termination Currency. Multibranch Party. GS Bank USA and Counterparty each represent it is not a Multibranch Party for purposes of this Confirmation. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine that would apply the laws of another jurisdiction). "Affiliate” will have the meaning specified in Section *, provided that Counterparty shall have, or be deemed to have, no Affiliates for the purposes of this Confirmation. Both parties will be deemed to have no Affiliates for purposes of the Master Agreement. Multiple Transaction Payment Netting will not apply. Section *(f) of the Swap Agreement will be deleted in its entirety. Additionally, the words "and will be subject to Section *(f)" will be deleted from the first paragraph of Section *(e). Out of Pocket Expenses. Counterparty will not be liable for and will be precluded from payment of any out-ofpocket expenses required under Section * of the Master Agreement and/or incurred by GS Bank USA related to the enforcement and protection of GS Bank USA’s rights under this Confirmation. Section * of the Swap Agreement is hereby amended by inserting after the words “Defaulting Party” in the first and fourth lines the words “or Affected Party in the case of an Additional Termination Event”. Bankruptcy. GS Bank USA covenants that it will not institute against or cause any other person to institute against or join any other person in instituting against Counterparty any reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or state bankruptcy, dissolution, or similar law, for 366 days after the outstanding rated securities and the loan related to Transaction that this Confirmation governs have been paid in full. Fully Paid Transactions. Notwithstanding the terms of Sections * and * of this Agreement, if at any time and so long as one of the parties to this Agreement (“X”) shall have satisfied in full all its payment and delivery obligations under Section *(a)(i) of this Agreement and shall at the time have no future payment or delivery obligations, whether absolute or contingent, under such Section, then unless the other party (“Y”) is required pursuant to appropriate proceedings to return to X or otherwise returns to X upon demand of X any portion of any such payment or delivery, (a) the occurrence of an event described in Section *(a) of this Agreement with respect to X, any Credit Support Provider of X or any Specified Entity of X shall not constitute an Event of Default or a Potential Event of Default with respect to X as the Defaulting Party and (b) Y shall be entitled to designate an Early Termination Date pursuant to Section * of this Agreement only as a result of the occurrence of a Termination Event set forth in Section *(b)(i) of this Agreement with respect to Y as the Affected Party. The condition precedent in Section *(a)(iii)(*) of the Swap Agreement does not apply to a payment and delivery owing by a party if the other party shall have satisfied in full all its payment or delivery obligations under Section *(a)(i) of the Swap Agreement and shall at the relevant time have no further payment or delivery obligations, whether absolute or contingent under Section *(a)(i) of the Swap Agreement. DocControlId: XDCTRL000002183197-* Transaction ID:LTAAB4ZN3334RNTC9DG.*.*.*.*-* * of * Transfer. Counterparty can assign its position in the Confirmation (in whole or in part) to any third party, with GS Bank USA’s consent, which will not be unreasonably withheld or delayed. Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action, or proceeding relating to this Confirmation. Each party (*) certifies that no representative, agent, or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (*) acknowledges that it and the other party have been induced to enter into this Confirmation by, among other things, the mutual waivers and certifications in this paragraph. Notice of Recording of Telephone Conversations. Consent to Recording. Each party consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties and their Affiliates in connection with this Agreement, any Transaction, or any potential Transaction, with or without the use of a warning tone, and to the retention, monitoring or transfer to or from Affiliates and/or regulatory bodies (as applicable) of such recordings (in any jurisdiction), for the purposes of compliance with applicable law or regulation, quality assurance or record-keeping, provided however that it shall be the responsibility of each party to satisfy any notice and/or consent requirements (as applicable) imposed by applicable law or regulation with respect to the recording that it conducts. Sole Transaction. The Swap Agreement shall govern only the Transaction evidenced by this Confirmation. No Agency. The provisions of Section *(g) of the Swap Agreement will apply. Additional Representations. Section *(a) of the Swap Agreement is hereby amended by the deletion of “and“ at the end of sub-clause (iv), the insertion of a semicolon in place of the period at the end of sub-clause (v) thereof and the addition of the following new subclauses: (vi) Non-Reliance. It is acting for its own account, and has made its own independent decisions to enter into the Transaction and as to whether the Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party (or any Affiliate thereof) as investment advice or as a recommendation to enter into the Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into the Transaction. No communication (written or oral) received from the other party (or any Affiliate thereof) shall be deemed to be an assurance or guarantee as to the expected results of the Transaction; (vii) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction. It is also capable of assuming, and assumes, the risks of the Transaction; (viii) Status of Parties. The other party is not acting as a fiduciary for or an advisor to it in respect of the Transaction; and (ix) Eligible Contract Participant. It is an “eligible contract participant“ as defined in the U.S. Commodity Exchange Act. Counterparts. This Confirmation may be manually executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement and may be delivered by facsimile. DocControlId: XDCTRL000002183197-* Transaction ID:LTAAB4ZN3334RNTC9DG.*.*.*.*-* * of * Tax Language: Section *(d)(i)(*) is amended to require GS Bank USA to unconditionally “gross up” in the event that a withholding tax is imposed on payments being made by GS Bank USA. The definition of “Indemnifiable Tax” is amended to cover any and all withholding tax with respect to GS Bank USA, and no tax with respect to the Counterparty. Section *(d)(i)(*) is deleted such that GS Bank USA is not excused from having to “gross up” due to Counterparty’s breach of a tax representation or failure to notify GS Bank USA of a breach of a tax representation by (i) deleting the words “However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for;“ and (ii) deleting subsections (A) and (B). Section *(d)(ii) is amended to delete any obligation by Counterparty to make payments to GS Bank USA for any payments made by GS Bank USA without deduction for taxes (for which there is no obligation to gross up). For the avoidance of doubt, Section *(d)(ii) of the Swap Agreement will apply to GS Bank USA and will not apply to Counterparty. Section *(e) is amended to delete any payment obligations by Counterparty to GS Bank USA for any indemnification resulting from stamp registration or other documentary tax levied by Counterparty’s taxing authority on GS Bank USA. For the avoidance of doubt, Section *(e) of the Swap Agreement will apply to GS Bank USA and will not apply to Counterparty. Tax Payer Representations: GS Bank USA and Counterparty each represent: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section *(h) of the Swap Agreement) to be made by it to the other party under this Confirmation. In making this representation, it may rely on: (i) the accuracy of any representations made by the other party pursuant to Section *(f) of the Swap Agreement; (ii) the satisfaction of the agreement of the other party contained in Section *(a)(i) or *(a)(iii) of the Swap Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section *(a)(i) or *(a) (iii) of the Swap Agreement; and (iii) the satisfaction of the agreement of the other party contained in Section *(d) of the Swap Agreement. Tax Payee Representations: For the purposes of Section *(f) of the Swap Agreement, GS Bank USA and Counterparty make the following representations: It is a “U.S. person” (as that term is used in Treasury Regulation section *.*-*(a)(*)(ii)) for U.S. federal income tax purposes. DocControlId: XDCTRL000002183197-* Transaction ID:LTAAB4ZN3334RNTC9DG.*.*.*.*-* * of * It is an exempt recipient under Treasury Regulation section *.*-*(c)(*)(ii). Agreement To Deliver: For purposes of Section *(a) of the Swap Agreement, each party agrees to deliver a properly completed and executed Internal Revenue Service Form W-* and any other form, certificate or other document reasonably requested by the other party to allow the other party to make payments under the Swap Agreement without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate. Each such form, certificate and other document shall be delivered by a party upon execution and delivery of this Confirmation, promptly upon the reasonable request of the other party and promptly upon learning that any such document previously provided by it has become obsolete or incorrect. The parenthetical clause in Section *(a)(iii) of the swap Agreement will not apply. Additional Termination Event: Additional Termination Event will apply to GS Bank USA and will not apply to Counterparty. “Required Ratings” means (i) the long term senior unsecured debt or counterparty credit rating of a party, as applicable, assigned by S&P, is at least A- and (ii) the long term senior unsecured debt or counterparty credit rating of a party, as applicable, assigned by Moody's, is at least A3 "S&P" means Standard & Poor's Rating Group, a division of McGraw-Hill, Inc., including any official successor to S&P "Moody’s" means Moody's Investors Service, Inc. including any official successor to Moody's It will be an Additional Termination Event if GS Bank USA is downgraded below (i) a long term senior unsecured debt or counterparty credit rating of A- by S&P or (ii) a long term senior unsecured debt or counterparty credit rating of A3 by Moody's , and GS Bank USA fails, within * Business Days after such downgrade to at its sole cost and expense either (i) obtain a guaranty as a Credit Support Document from an entity as a Credit Support Provider that has ratings equal to or greater than the Required Ratings and that (and which guaranty) otherwise is reasonably acceptable to Counterparty, S&P and Moody's or (ii) replace itself with another financial institution that has ratings equal to or greater than the Required Ratings and that otherwise is reasonably acceptable to Counterparty, S&P and Moody's by assigning its rights and obligations with respect to the Transaction on substantially the same terms as contained in this Confirmation or (iii) post collateral equal to *% of the mark-to-market value of the cap on terms reasonably acceptable to Counterparty For purposes of the foregoing event, GS Bank USA will be the sole “Affected Party”. DocControlId: XDCTRL000002183197-* Transaction ID:LTAAB4ZN3334RNTC9DG.*.*.*.*-* * of * * U.S. Resolution Stay Provisions. (A)Recognition of the U.S. Special Resolution Regimes (a) In the event that GS Bank USA becomes subject to a proceeding under (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder or (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a "U.S. Special Resolution Regime") the transfer from GS Bank USA of the Agreement or this Transaction, and any interest and obligation in or under, and any property securing, the Agreement or this Transaction, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Agreement or this Transaction, and any interest and obligation in or under, and any property securing, the Agreement or this Transaction were governed by the laws of the United States or a state of the United States. (b) In the event that GS Bank USA or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in * C.F.R. §§ *.*, *.* or *.*, as applicable ("Default Right")) under the Agreement or this Transaction that may be exercised against GS Bank USA are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Agreement or this Transaction were governed by the laws of the United States or a state of the United States. (B)Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry Into Insolvency Proceedings. Notwithstanding anything to the contrary in the Agreement or this Transaction, GS Bank USA and Counterparty expressly acknowledge and agree that: (a) Counterparty shall not be permitted to exercise any Default Right with respect to the Agreement or this Transaction or any Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of the GS Bank USA becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an "Insolvency Proceeding"), except to the extent that the exercise of such Default Right would be permitted under the provisions of * C.F.R. *.*, * C.F.R. *.* or * C.F.R. *.*, as applicable; and (b) Nothing in the Agreement or this Transaction shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of GS Bank USA becoming subject to an Insolvency Proceeding, unless the transfer would result in the Counterparty being the beneficiary of such Affiliate Credit Enhancement in violation of any law applicable to the Counterparty. (C)U.S. Protocol If Counterparty has previously adhered to, or subsequently adheres to, the ISDA * U.S. Resolution Stay Protocol as published by the International Swaps and Derivatives Association, Inc. as of July *, * (the "ISDA U.S. Protocol"), the terms of such protocol shall be incorporated into and form a part of the Agreement or this Transaction and the terms of the ISDA U.S. Protocol shall supersede and replace the terms of the Agreement or this Transaction. For purposes of incorporating the ISDA U.S. Protocol GS Bank USA shall be deemed to be a Regulated Entity, Counterparty shall be deemed to be an Adhering Party, and the Agreement or this Transaction shall be deemed to be a Protocol Covered Agreement. Capitalized terms used but not defined in this paragraph shall have the meanings given to them in the ISDA U.S. Protocol. DocControlId: XDCTRL000002183197-* Transaction ID:LTAAB4ZN3334RNTC9DG.*.*.*.*-* * of * (D)Preexisting In-Scope Agreements GS Bank USA and Counterparty agree that to the extent there are any outstanding "in-scope QFCs," as defined in * C.F.R. § *.*(d), that are not excluded under * C.F.R. § *.*, between GS Bank USA and Counterparty that do not otherwise comply with the requirements of * C.F.R. § *.*, *.*–* (each such agreement, a "Preexisting In-Scope Agreement"), then each such Preexisting In-Scope Agreement is hereby amended to include the foregoing provisions in the Agreement, with references to "the Agreement or this Transaction" being understood to be references to the applicable Preexisting In-Scope Agreement. For purposes of this Section: "Affiliate" is defined in, and shall be interpreted in accordance with, * U.S.C. § *(k). "Credit Enhancement" means any credit enhancement or credit support arrangement in support of the obligations of GS Bank USA under or with respect to the Agreement or this Transaction, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement."

So did the collartoral assignment change or affect the minimum rate from above?

So after signing the collatoral assignment what is the floor rate? what are all the rates agreed upon now?

Explain this all to me like I am a child

Well why did I think the minimum rate was *.*%? Becasue LIBOR?

But today when I calculate the interest rate payment, the minimum rate is *.*%, so why is that?