Common use of Article ____ Not to Prevent Events of Defaults Clause in Contracts

Article ____ Not to Prevent Events of Defaults. The failure to make a payment on account of principal or interest by reason of any provision in this Article ____ shall not be construed as preventing the occurrence of an Event of Default under Section ___. EXHIBIT E TERMS OF SUBORDINATION [GUARANTY OF HYBRID EQUITY SECURITIES/HYBRID PREFERRED SECURITIES] SECTION __. This Guarantee will constitute an unsecured obligation of the Guarantor and will rank subordinate and junior in right of payment to all other liabilities of the Guarantor and pari passu with any guarantee now or hereafter entered into by the Guarantor in respect of the securities representing common beneficial interests in the assets of the Issuer or of any preferred or preference stock of any affiliate of the Guarantor. SCHEDULE 1 PRICING SCHEDULE The Applicable Margin shall be determined pursuant to the table below. Pricing Level I Pricing Level II Pricing Level III Pricing Level IV Pricing Level V Commitment Fee Rate 0.20 % 0.25 % 0.30 % 0.40 % 0.50 % Applicable Margin for Eurodollar Rate Loans 1.50 % 1.75 % 2.00 % 2.25 % 2.50 % Applicable Margin for Floating Rate Loans 0.50 % 0.75 % 1.00 % 1.25 % 1.50 % For purposes of the foregoing: Changes in the Applicable Margin and the Commitment Fee Rate resulting from a change in the Pricing Level shall become effective on the effective date of any change in the Senior Debt Rating from S&P or Xxxxx’x. In the event of a split in the Senior Debt Rating from S&P and Xxxxx’x that would otherwise result in the application of more than one Pricing Level (had the provisions regarding the applicability of other Pricing Levels contained in the definitions thereof not been given effect), then the Applicable Margin and the Commitment Fee Rate shall be determined as follows: (x) if the split in the Senior Debt Rating is one Pricing Level, then the higher Senior Debt Rating will be the applicable Pricing Level, (y) if the split in the Senior Debt Rating is two Pricing Levels, the midpoint between the two will be the applicable Pricing Level, and (z) if the split in the Senior Debt Rating is more than two Pricing Levels, the Pricing Level will be the Pricing Level immediately below the higher Pricing Level. If either (but not both) Xxxxx’x or S&P shall cease to be in the business of rating corporate debt obligations, the Pricing Levels shall be determined on the basis of the Senior Debt Ratings provided by the other rating agency. If at any time both the Secured Debt and the Unsecured Debt of the Company is unrated by Xxxxx’x and S&P, the Pricing Level will be Pricing Level V; provided that if the reason that there is no such Senior Debt Rating results from Xxxxx’x and S&P ceasing to issue debt ratings generally, then the Company and the Agent may select a Substitute Rating Agency for purposes of the foregoing Pricing Schedule (and all references in the Credit Agreement to Xxxxx’x and S&P, as applicable, shall refer to such Substitute Rating Agency), and until a Substitute Rating Agency is so selected, the Pricing Level shall be determined by reference to the Senior Debt Rating most recently in effect prior to cessation.

Article ____ Not to Prevent Events of Defaults. The failure to make a payment on account of principal or interest by reason of any provision in this Article ____ shall not be construed as preventing the occurrence of an Event of Default under Section ___. EXHIBIT E TERMS OF SUBORDINATION [GUARANTY OF HYBRID EQUITY SECURITIES/HYBRID PREFERRED SECURITIES] SECTION __. This Guarantee will constitute an unsecured obligation of the Guarantor and will rank subordinate and junior in right of payment to all other liabilities of the Guarantor and pari passu with any guarantee now or hereafter entered into by the Guarantor in respect of the securities representing common beneficial interests in the assets of the Issuer or of any preferred or preference stock of any affiliate of the Guarantor. SCHEDULE 1 PRICING SCHEDULE The Applicable Margin shall be determined pursuant to the table below. Pricing Level I Pricing Level II Pricing Level III Pricing Level IV Pricing Level V Commitment Fee Rate 0.10 % 0.125 % 0.15 % 0.20 % 0.25 % 0.30 % 0.40 % 0.50 % Applicable Margin for Eurodollar Rate Loans 1.00 % 1.125 % 1.25 % 1.50 % 1.75 % 2.00 % 2.25 % 2.50 % Applicable Margin for Floating Rate Loans 0.00 % 0.125 % 0.25 % 0.50 % 0.75 % 1.00 % 1.25 % 1.50 % For purposes of the foregoing: Changes in the Applicable Margin and the Commitment Fee Rate resulting from a change in the Pricing Level shall become effective on the effective date of any change in the Senior Debt Rating from S&P or Xxxxx’xMoody’s. In the event of a split in the Senior Debt Rating from S&P and Xxxxx’x Moody’s that would otherwise result in the application of more than one Pricing Level (had the provisions regarding the applicability of other Pricing Levels contained in the definitions thereof not been given effect), then the Applicable Margin and the Commitment Fee Rate shall be determined as follows: (x) if the split in the Senior Debt Rating is one Pricing Level, then the higher Senior Debt Rating will be the applicable Pricing Level, (y) if the split in the Senior Debt Rating is two Pricing Levels, the midpoint between the two will be the applicable Pricing Level, and (z) if the split in the Senior Debt Rating is more than two Pricing Levels, the Pricing Level will be the Pricing Level immediately below the higher Pricing Level. If either (but not both) Xxxxx’x Moody’s or S&P shall cease to be in the business of rating corporate debt obligations, the Pricing Levels shall be determined on the basis of the Senior Debt Ratings provided by the other rating agency. If at any time both the Secured Debt and the Unsecured Debt of the Company is unrated by Xxxxx’x Moody’s and S&P, the Pricing Level will be Pricing Level V; provided that if the reason that there is no such Senior Debt Rating results from Xxxxx’x Moody’s and S&P ceasing to issue debt ratings generally, then the Company and the Agent may select a Substitute Rating Agency for purposes of the foregoing Pricing Schedule (and all references in the Credit Agreement to Xxxxx’x Moody’s and S&P, as applicable, shall refer to such Substitute Rating Agency), and until a Substitute Rating Agency is so selected, the Pricing Level shall be determined by reference to the Senior Debt Rating most recently in effect prior to cessation.

Article ____ Not to Prevent Events of Defaults. The failure to make a payment on account of principal or interest by reason of any provision in this Article ____ shall not be construed as preventing the occurrence of an Event of Default under Section ___. EXHIBIT E TERMS OF SUBORDINATION [GUARANTY OF HYBRID EQUITY SECURITIES/HYBRID PREFERRED SECURITIES] SECTION __. This Guarantee will constitute an unsecured obligation of the Guarantor and will rank subordinate and junior in right of payment to all other liabilities of the Guarantor and pari passu with any guarantee now or hereafter entered into by the Guarantor in respect of the securities representing common beneficial interests in the assets of the Issuer or of any preferred or preference stock of any affiliate of the Guarantor. SCHEDULE 1 PRICING SCHEDULE The Applicable Margin shall be determined pursuant to the table below. Pricing Level I Pricing Level II Pricing Level III Pricing Level IV Pricing Level V Commitment Fee Rate 0.20 % 0.25 % 0.30 % 0.40 % 0.50 % Applicable Margin for Eurodollar Rate Loans 1.50 % 1.75 % 2.00 % 2.25 % 2.50 % 2.75 % 3.25 % Applicable Margin for Floating Rate Loans 0.50 % 0.75 % 1.00 % 1.25 % 1.50 % 1.75 % 2.25 % For purposes of the foregoing: Changes in the Applicable Margin and the Commitment Fee Rate resulting from a change in the Pricing Level shall become effective on the effective date of any change in the Senior Unsecured Debt Rating from S&P or Xxxxx’x. In the event of a split in the Senior Unsecured Debt Rating from S&P and Xxxxx’x that would otherwise result in the application of more than one Pricing Level (had the provisions regarding the applicability of other Pricing Levels contained in the definitions thereof not been given effect), then the Applicable Margin and the Commitment Fee Rate shall be determined as follows: (x) if the split in the Senior Unsecured Debt Rating is one Pricing Level, then (i) if the Senior Unsecured Debt Rating is BBB- or higher by S&P or Baa3 or higher by Xxxxx’x, the higher Senior Unsecured Debt Rating will be the applicable Pricing Level and (ii) if the Senior Unsecured Debt Rating is BB+ or lower by S&P and Ba1 or lower by Xxxxx’x, the lower Senior Unsecured Debt Rating will be the applicable Pricing Level, (y) if the split in the Senior Unsecured Debt Rating is two Pricing Levels, the midpoint between the two will be the applicable Pricing Level, and (z) if the split in the Senior Unsecured Debt Rating is more than two Pricing Levels, the Pricing Level will be the Pricing Level immediately below above the higher lower Pricing Level. If either (but not both) Xxxxx’x or S&P shall cease to be in the business of rating corporate debt obligations, the Pricing Levels shall be determined on the basis of the Senior Unsecured Debt Ratings provided by the other rating agency. If at any time both the Secured Debt and the Unsecured Debt of the Company is unrated by Xxxxx’x and S&P, the Pricing Level will be Pricing Level V; provided that if the reason that there is no such Senior Unsecured Debt Rating results from Xxxxx’x and S&P ceasing to issue debt ratings generally, then the Company and the Agent may select a Substitute Rating Agency for purposes of the foregoing Pricing Schedule (and all references in the Credit Agreement to Xxxxx’x and S&P, as applicable, shall refer to such Substitute Rating Agency), and until a Substitute Rating Agency is so selected, the Pricing Level shall be determined by reference to the Senior Unsecured Debt Rating most recently in effect prior to cessation.

Article ____ Not to Prevent Events of Defaults. The failure to make a payment on account of principal or interest by reason of any provision in this Article ____ shall not be construed as preventing the occurrence of an Event of Default under Section ___. EXHIBIT E TERMS OF SUBORDINATION [GUARANTY OF HYBRID EQUITY SECURITIES/HYBRID PREFERRED SECURITIES] SECTION __. This Guarantee will constitute an unsecured obligation of the Guarantor and will rank subordinate and junior in right of payment to all other liabilities of the Guarantor and pari passu with any guarantee now or hereafter entered into by the Guarantor in respect of the securities representing common beneficial interests in the assets of the Issuer or of any preferred or preference stock of any affiliate of the Guarantor. SCHEDULE 1 PRICING SCHEDULE The Applicable Margin shall be determined pursuant to the table below. Pricing Level I Pricing Level II Pricing Level III Pricing Level IV Pricing Level V Commitment Fee Rate 0.10 % 0.125 % 0.175 % 0.20 % 0.25 % 0.30 % 0.40 % 0.50 % Applicable Margin for Eurodollar Rate Loans 1.00 % 1.125 % 1.25 % 1.50 % 1.75 % 2.00 % 2.25 % 2.50 % Applicable Margin for Floating Rate Loans 0.00 % 0.125 % 0.25 % 0.50 % 0.75 % 1.00 % 1.25 % 1.50 % For purposes of the foregoing: Changes in the Applicable Margin and the Commitment Fee Rate resulting from a change in the Pricing Level shall become effective on the effective date of any change in the Senior Debt Rating from S&P or Xxxxx’x. In the event of a split in the Senior Debt Rating from S&P and Xxxxx’x that would otherwise result in the application of more than one Pricing Level (had the provisions regarding the applicability of other Pricing Levels contained in the definitions thereof not been given effect), then the Applicable Margin and the Commitment Fee Rate shall be determined as follows: (x) if the split in the Senior Debt Rating is one Pricing Level, then the higher Senior Debt Rating will be the applicable Pricing Level, (y) if the split in the Senior Debt Rating is two Pricing Levels, the midpoint between the two will be the applicable Pricing Level, and (z) if the split in the Senior Debt Rating is more than two Pricing Levels, the Pricing Level will be the Pricing Level immediately below the higher Pricing Level. If either (but not both) Xxxxx’x or S&P shall cease to be in the business of rating corporate debt obligations, the Pricing Levels shall be determined on the basis of the Senior Debt Ratings provided by the other rating agency. If at any time both the Secured Debt and the Unsecured Debt of the Company is unrated by Xxxxx’x and S&P, the Pricing Level will be Pricing Level V; provided that if the reason that there is no such Senior Debt Rating results from Xxxxx’x and S&P ceasing to issue debt ratings generally, then the Company and the Agent may select a Substitute Rating Agency for purposes of the foregoing Pricing Schedule (and all references in the Credit Agreement to Xxxxx’x and S&P, as applicable, shall refer to such Substitute Rating Agency), and until a Substitute Rating Agency is so selected, the Pricing Level shall be determined by reference to the Senior Debt Rating most recently in effect prior to cessation.

Article ____ Not to Prevent Events of Defaults. The failure to make a payment on account of principal or interest by reason of any provision in this Article ____ shall not be construed as preventing the occurrence of an Event of Default under Section ___. EXHIBIT E TERMS OF SUBORDINATION [GUARANTY OF HYBRID EQUITY SECURITIES/HYBRID PREFERRED SECURITIES] SECTION __. This Guarantee will constitute an unsecured obligation of the Guarantor and will rank subordinate and junior in right of payment to all other liabilities of the Guarantor and pari passu with any guarantee now or hereafter entered into by the Guarantor in respect of the securities representing common beneficial interests in the assets of the Issuer or of any preferred or preference stock of any affiliate of the Guarantor. INTENTIONALLY OMITTED SCHEDULE 1 PRICING SCHEDULE The Applicable Margin shall be determined pursuant to the table below. Pricing Level I Pricing Level II Pricing Level III Pricing Level IV Pricing Level V Commitment Fee Rate 0.20 % 0.25 % 0.30 % 0.40 % 0.50 % Applicable Margin for Eurodollar Rate Loans 1.50 0.75 % 1.75 0.80 % 2.00 0.85 % 2.25 1.00 % 2.50 1.25 % Applicable Margin for Floating Rate Loans 0.50 0.00 % 0.75 0.00 % 1.00 0.00 % 1.25 0.00 % 1.50 0.25 % For purposes of the foregoing: Changes in the Applicable Margin and the Commitment Fee Rate resulting from a change in the Pricing Level shall become effective on the effective date of any change in the Senior Unsecured Debt Rating from S&P or Xxxxx’x. In the event of a split in the Senior Unsecured Debt Rating from S&P and Xxxxx’x that would otherwise result in the application of more than one Pricing Level (had the provisions regarding the applicability of other Pricing Levels contained in the definitions thereof not been given effect), then the Applicable Margin and the Commitment Fee Rate shall be determined as follows: (x) if the split in the Senior Unsecured Debt Rating is one Pricing Level, then the higher Senior Unsecured Debt Rating will be the applicable Pricing Level, (y) if the split in the Senior Unsecured Debt Rating is two Pricing Levels, the midpoint between the two will be the applicable Pricing Level, and (z) if the split in the Senior Unsecured Debt Rating is more than two Pricing Levels, the Pricing Level will be the Pricing Level immediately below the higher Pricing Level. If either (but not both) Xxxxx’x or S&P shall cease to be in the business of rating corporate debt obligations, the Pricing Levels shall be determined on the basis of the Senior Unsecured Debt Ratings provided by the other rating agency. If at any time both the Secured Debt and the Unsecured Debt of the Company is unrated by Xxxxx’x and S&P, the Pricing Level will be Pricing Level V; provided that if the reason that there is no such Senior Unsecured Debt Rating results from Xxxxx’x and S&P ceasing to issue debt ratings generally, then the Company and the Agent may select a Substitute Rating Agency for purposes of the foregoing Pricing Schedule (and all references in the Credit Agreement to Xxxxx’x and S&P, as applicable, shall refer to such Substitute Rating Agency), and until a Substitute Rating Agency is so selected, the Pricing Level shall be determined by reference to the Senior Unsecured Debt Rating most recently in effect prior to cessation.