Common use of Certain Pricing Adjustments Clause in Contracts

Certain Pricing Adjustments. The Facility Fee and applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > A3/A- 20.0 205.0 225.0 > Baa1/BBB+ 25.0 225.0 250.0 > Baa2/BBB 37.5 237.5 275.0 > Baa3/BBB- 50.0 250.0 300.0 > Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 In the event that S&P and Xxxxx’x ratings on the Borrower’s senior non-credit enhanced unsecured long-term debt are not equivalent to each other, the higher rating of S&P or Xxxxx’x will determine the Facility Fee and applicable LIBOR Spread, unless the ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will be determinative. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both of S&P or Xxxxx’x (for any reason, including if S&P or Xxxxx’x shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of S&P or Xxxxx’x shall change, then an amendment shall be negotiated in good faith to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s senior unsecured long-term debt is not rated by either of S&P or Xxxxx’x, then the Facility Fee and applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed to. Any increase in the Facility Fee or applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency not to rate its senior unsecured long-term debt or on the date any of such rating agencies announces it shall no longer rate the Borrower’s senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > A3³ X0/A- 20.0 205.0 225.0 > X 00.0 0 X0/X- 35.0 ³ Baa1/BBB+ 25.0 225.0 250.0 > 45.0 ³ Baa2/BBB 37.5 237.5 275.0 > 55.0 ³ Baa3/BBB- 50.0 250.0 300.0 > Ba175.0 < Baa3/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 BBB- 100.0 In the event that S&P and Xxxxx’x Moody’s ratings on the Borrower’s senior non-credit enhanced unsecured long-term debt are not equivalent to each other, the higher rating of S&P or Xxxxx’x Moody’s will determine the Facility Fee and applicable LIBOR Spread, unless the ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x Moody’s will be determinative. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both of S&P or Xxxxx’x Moody’s (for any reason, including if S&P or Xxxxx’x Moody’s shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of S&P or Xxxxx’x Moody’s shall change, then an amendment shall be negotiated in good faith to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s senior unsecured long-term debt is not rated by either of S&P or Xxxxx’xMoody’s, then the Facility Fee and applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed to. Any increase in the Facility Fee or applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency not to rate its senior unsecured long-term debt or on the date any of such rating agencies announces it shall no longer rate the Borrower’s senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and the applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > A3S&P/A- 20.0 205.0 225.0 > Baa1Xxxxx'x Rating Applicable Equivalent of the LIBOR Borrower's senior Facility Fee Spread (in unsecured long-term (in Basis Basis debt Points) Points) ------------------- --------------- -------------- A/BBB+ 25.0 225.0 250.0 > Baa2A2 or better 8.0 29.5 A-/A3 10.0 40.0 BBB+/Baa1 12.5 50.0 BBB/BBB 37.5 237.5 275.0 > Baa3/BBB- 50.0 250.0 300.0 > Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 Baa2 15.0 60.0 BBB-/Baa3 17.5 70.0 BB+/Bal or lower 32.5 117.5 In the event that the S&P and Xxxxx’x ratings rating on the Borrower’s 's senior non-credit enhanced unsecured long-term debt are is not equivalent to each otherthe Xxxxx'x rating on such debt, the higher lower rating of S&P or Xxxxx’x will determine the Facility Fee and applicable LIBOR Spread, unless . In the ratings are more than event that the Borrower's senior unsecured long-term debt is rated by only one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will and Xxxxx'x, then that single rating shall be determinative. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both of S&P or Xxxxx’x (for any reason, including if S&P or Xxxxx’x shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of S&P or Xxxxx’x shall change, then an amendment shall be negotiated in good faith to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s 's senior unsecured long-term debt is not rated by either of S&P or Xxxxx’xXxxxx'x, then the Facility Fee and the applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed toapplied. Any increase in the Facility Fee or the applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable either such rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable either of such rating agency agencies not to rate its senior unsecured long-term debt or on the date any either of such rating agencies announces it shall no longer rate the Borrower’s 's senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any either of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be 1% less than the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and applicable LIBOR Spread for Revolving Credit Loans and the applicable FFR Spread in effect from time to time shall be determined in accordance with the following table: > A3Level I BBB/A- 20.0 205.0 225.0 > Baa1/BBB+ 25.0 225.0 250.0 > Baa2/BBB 37.5 237.5 275.0 > Baa3/BBB- 50.0 250.0 300.0 > Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 In Baa3 or BBB-/Baa2 or better 87.5 87.5 Level II BBB-/Baa3 100.0 100.0 Level III BBB-/Ba1 or BB+/Baa3 125.0 125.0 Level IV BB+/Ba1 or worse 150.0 150.0 With respect to Level I and Level II in the table above, in the event that the S&P and Xxxxx’x Mxxxx’x ratings on the Borrower’s senior non-credit enhanced unsecured long-term debt are not equivalent to each other, the higher rating of S&P or Xxxxx’x and Mxxxx’x will determine the Facility Fee and applicable LIBOR Spread and the applicable FFR Spread, unless the ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x Mxxxx’x will be determinative. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both of S&P or Xxxxx’x Mxxxx’x (for any reason, including if S&P or Xxxxx’x Mxxxx’x shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any either of S&P or Xxxxx’x Mxxxx’x shall change, then an amendment shall be negotiated in good faith (and shall be effective only upon approval by the Borrower and the Majority Lenders) to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by either of S&P or Xxxxx’xand Mxxxx’x, then the Facility Fee and applicable LIBOR Spread and the applicable FFR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed to. Any increase in the Facility Fee or applicable LIBOR Spread or the applicable FFR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency not to rate its senior non-credit enhanced unsecured long-term debt or on the date any of such rating agencies announces it shall no longer rate the Borrower’s senior non-credit enhanced unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread or the applicable FFR Spread shall be effective on the date of announcement or publication by any of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating.” 7. The applicable margin for ABR Loans shall be Amendment to Section 8.2 of the applicable LIBOR Spread minus 100 Basis Points Credit Agreement (but not less than 0%Advances and Payments).. Section 8.2 of the Credit Agreement is hereby amended by deleting paragraph (b) therein in its entirety and replacing it with the following paragraph:

Certain Pricing Adjustments. The Facility Fee and the applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > A3S&P/A- 20.0 205.0 225.0 > Baa1/BBB+ 25.0 225.0 250.0 > Baa2/BBB 37.5 237.5 275.0 > Baa3/BBB- 50.0 250.0 300.0 > Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 In Xxxxx'x Rating Equivalent of the event that S&P and Xxxxx’x ratings on the Facility Fee Applicable Borrower’s 's senior non-credit enhanced (in Basis LIBOR Spread unsecured long-term debt are Points) (in Basis Points) ------------------------ ------- ----------------- A/A2 or better 10.0 27.5 A-/A3 12.5 37.5 BBB+/Baa1 15.0 47.5 BBB/Baa2 17.5 57.5 BBB-/Baa3 22.5 65.0 BB+/Ba1 or worse 37.5 112.5 In the event the S&P rating on the Borrower's senior unsecured long-term debt is not equivalent to each otherthe Xxxxx'x rating on such debt, the higher rating of S&P or Xxxxx’x will determine the Facility Fee and applicable LIBOR Spread, unless the S&P and Xxxxx'x ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will be determinative. In the event that (a) the Borrower’s 's senior non-credit enhanced unsecured long-term debt is not rated by both only one of S&P or Xxxxx’x and Xxxxx'x (for any reason, including if S&P or Xxxxx’x Xxxxx'x shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of either S&P or Xxxxx’x Xxxxx'x shall change, then an amendment shall be negotiated in good faith (and shall be effective only upon approval by the Borrower and the Supermajority Lenders) to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s 's senior unsecured long-term debt is not rated by either of S&P or Xxxxx’xXxxxx'x, then the Facility Fee and the applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed toapplied. Any increase in the Facility Fee or the applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable either rating agency not to rate its senior unsecured long-term debt or on the date any either of such rating agencies announces it shall no longer rate the Borrower’s 's senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any either of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be 1% less than the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and the applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > A3A/A2/A or better 10.0 52.5 A-/A3/A- 20.0 205.0 225.0 > Baa112.5 62.5 BBB+/Baa1/BBB+ 25.0 225.0 250.0 > 15.0 72.5 BBB/Baa2/BBB 37.5 237.5 275.0 > Baa317.5 82.5 BBB-/Baa3/BBB- 50.0 250.0 300.0 > Ba122.5 90.0 BB+/Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 or worse 37.5 137.5 In the event that S&P the S&P, Xxxxx'x and Xxxxx’x Xxxxx ratings on the Borrower’s 's senior non-credit enhanced unsecured long-term debt are not equivalent to each other, the higher rating of S&P or Xxxxx’x Xxxxx'x will determine the Facility Fee and applicable LIBOR Spread, unless the ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x Xxxxx'x will be determinative. In the event that (a) the Borrower’s 's senior non-credit enhanced unsecured long-term debt is not rated by both (i) Fitch and only one of S&P or Xxxxx’x Xxxxx'x, or (ii) only one of S&P or Xxxxx'x (for any reason, including if S&P or Xxxxx’x Xxxxx'x shall cease to be in the business of rating corporate debt obligations) ), and not by Fitch, or (b) if the rating system of any of S&P S&P, Xxxxx'x or Xxxxx’x Fitch shall change, then an amendment shall be negotiated in good faith (and shall be effective only upon approval by the Borrower and the Supermajority Lenders) to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s 's senior unsecured long-term debt is (i) not rated by either any of S&P S&P, Xxxxx'x or Xxxxx’xFitch or (ii) rated only by Fitch, then the Facility Fee and the applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed toapplied. Any increase in the Facility Fee or the applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency not to rate its senior unsecured long-term debt or on the date any of such rating agencies announces it shall no longer rate the Borrower’s 's senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be 1% less than the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > A3Applicable LIBOR Spread Period (in Basis Points) Closing Date through November 30, 1998 62.5 December 1, 1998 through February 28, 1999 87.5 March 1, 1999 and 100.0 thereafter In addition, for any day that the S&P/A- 20.0 205.0 225.0 > Baa1/BBB+ 25.0 225.0 250.0 > Baa2/BBB 37.5 237.5 275.0 > Baa3/BBB- 50.0 250.0 300.0 > Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 In the event that S&P and Xxxxx’x Xxxxx'x ratings on the Borrower’s 's senior non-credit enhanced unsecured long-term debt are is less than BBB-/Baa3 (or is not rated by at least one of S&P and Xxxxx'x), the applicable LIBOR Spread will increase by 50 basis points. In the event the S&P rating on the Borrower's senior unsecured long- term debt is not equivalent to each otherthe Xxxxx'x rating on such debt, the higher rating of S&P or Xxxxx’x will determine the Facility Fee and applicable LIBOR Spread, unless the S&P and Xxxxx'x ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will be determinative. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both of S&P or Xxxxx’x (for any reason, including if S&P or Xxxxx’x shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of S&P or Xxxxx’x shall change, then an amendment shall be negotiated in good faith to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s 's senior unsecured long-term debt is not rated by only one of S&P and Xxxxx'x, then that single rating shall be determinative. The Borrower shall cause its senior unsecured long-term debt to be rated by either of S&P or Xxxxx’x, then the Facility Fee and applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed toXxxxx'x. Any increase in the Facility Fee or applicable LIBOR Spread determined in accordance with the foregoing table this paragraph shall become effective on the date of announcement or publication by the Borrower or the applicable either such rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable either of such rating agency agencies not to rate its senior unsecured long-term debt or on the date any either of such rating agencies announces it shall no longer rate the Borrower’s 's senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any either of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > A3S&P/A- 20.0 205.0 225.0 > Baa1Xxxxx’x/BBB+ 25.0 225.0 250.0 > Baa2/BBB 37.5 237.5 275.0 > Baa3/BBB- 50.0 250.0 300.0 > Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 Xxxxx Rating Equivalent Of The Borrower’s Senior Non-Credit Enhanced Unsecured Long-Term Debt Applicable LIBOR Spread (in Basis Points) In the event that S&P S&P, Xxxxx’x and Xxxxx’x Fitch ratings on the Borrower’s senior non-credit enhanced unsecured long-term debt are not equivalent to each other, the higher rating of S&P or Xxxxx’x will determine the Facility Fee and applicable LIBOR Spread, unless the ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will be determinative. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both (i) Fitch and only one of S&P or Xxxxx’x, or (ii) only one of S&P or Xxxxx’x (for any reason, including if S&P or Xxxxx’x shall cease to be in the business of rating corporate debt obligations) or ), and not by Fitch, (b) if the rating system of any of S&P S&P, Xxxxx’x or Xxxxx’x Fitch shall change, or (c) in the event that the Borrower’s senior unsecured long-term debt is (i) not rated by any of S&P, Xxxxx’x or Fitch or (ii) rated only by Fitch, then an amendment shall be negotiated in good faith to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s senior unsecured long-term debt is (i) not rated by either any of S&P S&P, Xxxxx’x or Xxxxx’xFitch or (ii) rated only by Fitch, then the Facility Fee and applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed to. Any increase in the Facility Fee or applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency not to rate its senior unsecured long-term debt or on the date any of such rating agencies announces it shall no longer rate the Borrower’s senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee, Utilization Fee and applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > ³ A2/A 7.0 13.0 10.0 ³ A3/A- 20.0 205.0 225.0 > 8.0 17.0 10.0 ³ Baa1/BBB+ 25.0 225.0 250.0 > 9.0 26.0 10.0 ³ Baa2/BBB 37.5 237.5 275.0 10.0 35.0 10.0 ³ Baa3/BBB- 12.5 50.0 12.5 > Baa3/BBB- 50.0 250.0 300.0 > Ba117.5 70.0 12.5 The applicable LIBOR Spread for Term Loans in effect from time to time shall be determined in accordance with the following table: ³ X0/BB+ 62.5 262.5 325.0 < Ba1X 00.0 0 X0/BB+ X- 35.0 ³ Baa1/BBB+ 45.0 ³ Baa2/BBB 55.0 ³ Baa3/BBB- 75.0 300.00 375.0 In the event that S&P and Xxxxx’x Moody’s ratings on the Borrower’s senior non-credit enhanced unsecured long-term debt are not equivalent to each other, the higher rating of S&P or Xxxxx’x Moody’s will determine the Facility Fee, Utilization Fee and applicable LIBOR Spread, unless the ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x Moody’s will be determinative. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both of S&P or Xxxxx’x Moody’s (for any reason, including if S&P or Xxxxx’x Moody’s shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of S&P or Xxxxx’x Moody’s shall change, then an amendment shall be negotiated in good faith to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s senior unsecured long-term debt is not rated by either of S&P or Xxxxx’xMoody’s, then the Facility Fee, Utilization Fee and applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed to. Any increase in the Facility Fee, Utilization Fee or applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency not to rate its senior unsecured long-term debt or on the date any of such rating agencies announces it shall no longer rate the Borrower’s senior unsecured long-term debt. Any decrease in the Facility Fee, Utilization Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and the applicable LIBOR Spread for Revolving Credit Loans and B/A Spread in effect from time to time shall be determined in accordance with the following table: > A3Applicable S&P/A- 20.0 205.0 225.0 > Baa1/BBB+ 25.0 225.0 250.0 > Baa2/BBB 37.5 237.5 275.0 > Baa3/BBB- 50.0 250.0 300.0 > Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 In the event that S&P and Xxxxx’x ratings on Moody's Raxxxx Xxuivalent LIBOR Spread of the Borrower’s 's senior non-credit enhanced Facility Fee And B/A Spread unsecured long-term debt are (in Basis Points) (in Basis Points) ------------------------ ----------------- ----------------- AA-/Aa3 or better 4.0 14.75 A+/A1 5.0 15.00 A/A2 6.0 16.50 A-/A3 7.0 18.00 BBB+/Baa1 8.0 22.00 BBB/Baa2 10.0 25.00 BBB-/Baa3 12.5 37.50 BB+/Ba1 or worse 17.5 45.00 In the event the S&P rating on the Borrower's senior unsecured long-term debt is not equivalent to each otherthe Moody's raxxxx xx such debt, the higher rating of S&P or Xxxxx’x will determine the Facility Fee and applicable LIBOR Spread and B/A Spread, unless the ratings S&P and Moody's rxxxxxx are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will be determinative. In the event that (a) the Borrower’s 's senior non-credit enhanced unsecured long-term debt is not rated by both only one of S&P or Xxxxx’x and Moody's (for any fxx xxx reason, including if S&P or Xxxxx’x shall cease Moody's sxxxx xxase to be in the business of rating corporate debt obligations) or (b) if the rating system of any of either S&P or Xxxxx’x shall changeMoody's shxxx xxxnge, then an amendment shall be negotiated in good faith (and shall be effective only upon approval by the Borrower and the Supermajority Lenders) to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s 's senior unsecured long-term debt is not rated by either of S&P or Xxxxx’xMoody's, then the xxxx xxe Facility Fee and the applicable LIBOR Spread and B/A Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed toapplied. Any increase in the Facility Fee or the applicable LIBOR Spread and B/A Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable either such rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable either of such rating agency agencies not to rate its senior unsecured long-term debt or on the date any either of such rating agencies announces it shall no longer rate the Borrower’s 's senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread and B/A Spread shall be effective on the date of announcement or publication by any either of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and applicable LIBOR Spread Applicable Margin for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: Xxxxx’x/S&PRating Equivalent Applicable MarginLIBOR Loans(in Basis Points) Applicable MarginABR Loans(in Basis Points) > A3/A- 20.0 205.0 225.0 > 90.0 0.0 Baa1/BBB+ 25.0 225.0 250.0 > 100.0 0.0 Baa2/BBB 37.5 237.5 275.0 > 115.0 15.0 Baa3/BBB- 50.0 250.0 300.0 > Ba1145.0 45.0 < Baa3/BB+ 62.5 262.5 325.0 < Ba1/BB+ BBB- 175.0 75.0 300.00 375.0 In the event that S&P and Xxxxx’x ratings on the Borrower’s senior non-credit enhanced unsecured long-term debt are not equivalent to each other, the higher rating of S&P or Xxxxx’x will determine the Facility Fee and applicable LIBOR SpreadApplicable Margin, unless the ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will be determinative. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both of S&P or Xxxxx’x (for any reason, including if S&P or Xxxxx’x shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of S&P or Xxxxx’x shall change, then an amendment shall be negotiated in good faith to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s senior unsecured long-term debt is not rated by either of S&P or Xxxxx’x, then the Facility Fee and applicable LIBOR Spread Applicable Margin shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed to. Any increase in the Facility Fee or applicable LIBOR Spread Applicable Margin determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency not to rate its senior unsecured long-term debt or on the date any of such rating agencies announces it shall no longer rate the Borrower’s senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread Applicable Margin shall be effective on the date of announcement or publication by any of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and the applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > A3S&P/A- 20.0 205.0 225.0 > Baa1/BBB+ 25.0 225.0 250.0 > Baa2/BBB 37.5 237.5 275.0 > Baa3/BBB- 50.0 250.0 300.0 > Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 In the event that S&P and Xxxxx’x ratings on Xxxxx'x Rating Applicable LIBOR Equivalent of the Borrower’s 's Facility Fee Spread Spread (in Basis senior non-credit enhanced unsecured long-term debt are (in Basis Points) Points) ------------------------------- ----------------- ----------------------- A/A2 or better 10.0 27.5 A-/A3 12.5 37.5 BBB+/Baa1 15.0 47.5 BBB/Baa2 17.5 57.5 BBB-/Baa3 22.5 65.0 BB+/Ba1 or lower 37.5 112.5 In the event the S&P rating on the Borrower's senior unsecured long-term debt is not equivalent to each otherthe Xxxxx'x rating on such debt, the higher lower rating of S&P or Xxxxx’x will determine the Facility Fee and applicable LIBOR Spread, unless the ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will be determinative. In the event that (a) the Borrower’s 's senior non-credit enhanced unsecured long-term debt is not rated by both only one of S&P or Xxxxx’x and Xxxxx'x (for any reason, including if S&P or Xxxxx’x Xxxxx'x shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of either S&P or Xxxxx’x Xxxxx'x shall change, then an amendment shall be negotiated in good faith (and shall be effective only upon approval by the Borrower and the Supermajority Lenders) to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s 's senior unsecured long-term debt is not rated by either of S&P or Xxxxx’xXxxxx'x, then the Facility Fee and the applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed toapplied. Any increase in the Facility Fee or the applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable either such rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable either of such rating agency agencies not to rate its senior unsecured long-term debt or on the date any either of such rating agencies announces it shall no longer rate the Borrower’s 's senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any either of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be 1% less than the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%), including as the LIBOR Spread may be increased pursuant to the next paragraph. In addition, on each day on which the Borrower's commercial paper is rated A2 or lower by S&P or P2 or lower by Xxxxx'x or is not rated by each of S&P and Xxxxx'x, the applicable LIBOR Spread shall be increased by .25% per annum. If the rating system with respect to commercial paper of either S&P or Xxxxx'x shall change, then an amendment shall be negotiated in good faith (and shall be effective only upon approval by the Borrower and the Supermajority Lenders) to reflect such changed rating system. Any decrease in the Borrower's commercial paper rating shall be deemed to become effective for purposes of this Section 2.22 on the date of announcement or publication by the Borrower or either such rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to either of such rating agencies not to rate its commercial paper or on the date either of such rating agencies announces it shall no longer rate the Borrower's commercial paper. Any increase in the Borrower's commercial paper rating shall be deemed to be effective for purposes of this Section 2.22 on the date of announcement or publication by either of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. (c) Section 2.24 of the Five Year Credit Agreement is hereby amended by adding to paragraph (f)(i)(A) thereof the phrase "plus any applicable margin therefor from time to time in effect in accordance with Section 2.22" immediately after the phrase "Alternate Base Rate".

Certain Pricing Adjustments. The Facility Fee and Fee, the applicable LIBOR Spread, the applicable FFR Spread for Revolving Credit Loans and the Utilization Fee Percentage in effect from time to time shall be determined in accordance with the following table: > A3A/A2/A or better 7.0 18.0 18.0 10.0 A-/A3/A- 20.0 205.0 225.0 > Baa18.0 22.0 22.0 10.0 BBB+/Baa1/BBB+ 25.0 225.0 250.0 > 10.0 30.0 30.0 10.0 BBB/Baa2/BBB 37.5 237.5 275.0 > Baa312.0 38.0 38.0 10.0 BBB-/Baa3/BBB- 50.0 250.0 300.0 > Ba115.0 47.5 47.5 12.5 BB+/Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 or worse 17.5 70.0 70.0 12.5 In the event that S&P the S&P, Xxxxx’x and Xxxxx’x Xxxxx ratings on the Borrower’s senior non-credit enhanced unsecured long-term debt are not equivalent to each other, the higher second highest rating of S&P or among S&P, Xxxxx’x and Fitch will determine Facility Fee, the Facility Fee and applicable LIBOR Spread, unless the ratings are more than one level apart, in which case applicable FFR Spread and the rating one level below the higher rating of S&P or Xxxxx’x will be determinativeUtilization Fee Percentage. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both (i) Fitch and only one of S&P or Xxxxx’x, or (ii) only one of S&P or Xxxxx’x (for any reason, including if S&P or Xxxxx’x shall cease to be in the business of rating corporate debt obligations) ), and not by Fitch, or (b) if the rating system of any of S&P S&P, Xxxxx’x or Xxxxx’x Fitch shall change, then an amendment shall be negotiated in good faith (and shall be effective only upon approval by the Borrower and the Supermajority Lenders) to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s senior non-credit enhanced unsecured long-term debt is (i) not rated by either any of S&P S&P, Xxxxx’x or Xxxxx’xFitch or (ii) rated only by Fitch, then the Facility Fee and Fee, the applicable LIBOR Spread, the applicable FFR Spread and the Utilization Fee Percentage shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed toapplied. Any increase in the Facility Fee or Fee, the applicable LIBOR Spread, the applicable FFR Spread or the Utilization Fee Percentage determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency not to rate its senior non-credit enhanced unsecured long-term debt or on the date any of such rating agencies announces it shall no longer rate the Borrower’s senior non-credit enhanced unsecured long-term debt. Any decrease in the Facility Fee or Fee, the applicable LIBOR Spread, the applicable FFR Spread or the Utilization Fee Percentage shall be effective on the date of announcement or publication by any of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and the applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > A3S&P/A- 20.0 205.0 225.0 > Baa1Xxxxx'x Rating Equivalent Applicable of the Borrower's Facility Fee LIBOR Spread senior unsecured (in Basis (in Basis long-term debt Points) Points) ------------------ ------------ ------------ AA-/Aa3 or better 4.0 14.75 A+/A1 5.0 15.00 A/BBB+ 25.0 225.0 250.0 > Baa2A2 6.0 16.50 A-/A3 7.0 18.00 BBB+/Baa1 8.0 22.00 BBB/BBB 37.5 237.5 275.0 > Baa3/BBB- 50.0 250.0 300.0 > Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 Baa2 10.0 25.00 BBB-/Baa3 12.5 37.50 BB+/Bal or worse 17.5 45.00 In the event that the S&P and Xxxxx’x ratings rating on the Borrower’s 's senior non-credit enhanced unsecured long-term debt are is not equivalent to each otherthe Xxxxx'x rating on such debt, the higher rating of S&P or Xxxxx’x will determine the Facility Fee and applicable LIBOR Spread, unless the S&P and Xxxxx'x ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will be determinative. In the event that (a) the Borrower’s 's senior non-credit enhanced unsecured long-term debt is not rated by both only one of S&P or Xxxxx’x (for any reason, including if S&P or Xxxxx’x shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of S&P or Xxxxx’x shall changeand Xxxxx'x, then an amendment that single rating shall be negotiated in good faith to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency)determinative. In the event that the Borrower’s 's senior unsecured long-term debt is not rated by either of S&P or Xxxxx’xXxxxx'x, then the Facility Fee and the applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed toapplied. Any increase in the Facility Fee or the applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable either such rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable either of such rating agency agencies not to rate its senior unsecured long-term debt or on the date any either of such rating agencies announces it shall no longer rate the Borrower’s 's senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any either of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and the applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > A3S&P/A- 20.0 205.0 225.0 > Baa1Xxxxx'x Rating Equivalent of the Borrower's Facility Fee Applicable LIBOR senior unsecured (in Basis Spread (in Basis long-term debt Points) Points) ----------------- ------------ ---------------- AA-/Aa3 or better 6.0 12.75 A+/A1 7.0 13.00 A/BBB+ A2 8.0 14.50 A-/A3 9.0 16.00 BBB+/Baa1 10.0 20.00 37 BBB/Baa2 12.5 22.50 BBB-/Baa3 17.5 32.50 BB+/Bal or worse 25.0 225.0 250.0 > Baa2/BBB 37.5 237.5 275.0 > Baa3/BBB- 50.0 250.0 300.0 > Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 37.50 In the event that the S&P and Xxxxx’x ratings rating on the Borrower’s 's senior non-credit enhanced unsecured long-term debt are is not equivalent to each otherthe Xxxxx'x rating on such debt, the higher rating of S&P or Xxxxx’x will determine the Facility Fee and applicable LIBOR Spread, unless the S&P and Xxxxx'x ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will be determinative. In the event that (a) the Borrower’s 's senior non-credit enhanced unsecured long-term debt is not rated by both only one of S&P or Xxxxx’x (for any reason, including if S&P or Xxxxx’x shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of S&P or Xxxxx’x shall changeand Xxxxx'x, then an amendment that single rating shall be negotiated in good faith to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency)determinative. In the event that the Borrower’s 's senior unsecured long-term debt is not rated by either of S&P or Xxxxx’xXxxxx'x, then the Facility Fee and the applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed toapplied. Any increase in the Facility Fee or the applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable either such rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable either of such rating agency agencies not to rate its senior unsecured long-term debt or on the date any either of such rating agencies announces it shall no longer rate the Borrower’s 's senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any either of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and Fee, the applicable LIBOR Spread, the applicable FFR Spread for Revolving Credit Loans and the Utilization Fee Percentage in effect from time to time shall be determined in accordance with the following table: > A3A/A2/A or better 7.0 18.0 18.0 10.0 A-/A3/A- 20.0 205.0 225.0 > Baa18.0 22.0 22.0 10.0 BBB+/Baa1/BBB+ 25.0 225.0 250.0 > 10.0 30.0 30.0 10.0 BBB/Baa2/BBB 37.5 237.5 275.0 > Baa312.0 38.0 38.0 10.0 BBB-/Baa3/BBB- 50.0 250.0 300.0 > Ba115.0 47.5 47.5 12.5 BB+/Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 or worse 17.5 70.0 70.0 12.5 In the event that S&P the S&P, Mxxxx’x and Xxxxx’x Fxxxx ratings on the Borrower’s senior non-credit enhanced unsecured long-term debt are not equivalent to each other, the higher second highest rating of S&P or Xxxxx’x among S&P, Mxxxx’x and Fitch will determine Facility Fee, the Facility Fee and applicable LIBOR Spread, unless the ratings are more than one level apart, in which case applicable FFR Spread and the rating one level below the higher rating of S&P or Xxxxx’x will be determinativeUtilization Fee Percentage. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both (i) Fitch and only one of S&P or Xxxxx’x Mxxxx’x, or (ii) only one of S&P or Mxxxx’x (for any reason, including if S&P or Xxxxx’x Mxxxx’x shall cease to be in the business of rating corporate debt obligations) ), and not by Fitch, or (b) if the rating system of any of S&P S&P, Mxxxx’x or Xxxxx’x Fitch shall change, then an amendment shall be negotiated in good faith (and shall be effective only upon approval by the Borrower and the Supermajority Lenders) to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s senior non-credit enhanced unsecured long-term debt is (i) not rated by either any of S&P S&P, Mxxxx’x or Xxxxx’xFitch or (ii) rated only by Fitch, then the Facility Fee and Fee, the applicable LIBOR Spread, the applicable FFR Spread and the Utilization Fee Percentage shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed toapplied. Any increase in the Facility Fee or Fee, the applicable LIBOR Spread, the applicable FFR Spread or the Utilization Fee Percentage determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency not to rate its senior non-credit enhanced unsecured long-term debt or on the date any of such rating agencies announces it shall no longer rate the Borrower’s senior non-credit enhanced unsecured long-term debt. Any decrease in the Facility Fee or Fee, the applicable LIBOR Spread, the applicable FFR Spread or the Utilization Fee Percentage shall be effective on the date of announcement or publication by any of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and the applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > A3S&P/A- 20.0 205.0 225.0 > Baa1/BBB+ 25.0 225.0 250.0 > Baa2/BBB 37.5 237.5 275.0 > Baa3/BBB- 50.0 250.0 300.0 > Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 In Xxxxx'x Rating Equivalent of the event that S&P and Xxxxx’x ratings on the Applicable Borrower’s 's senior non-credit enhanced Facility Fee LIBOR Spread unsecured long-term debt are (in Basis Points) (in Basis Points) ------------------------ ----------------- ----------------- A/A2 or better 8.0 29.5 A-/A3 10.0 40.0 BBB+/Baa1 12.5 50.0 BBB/Baa2 15.0 60.0 BBB-/Baa3 17.5 70.0 BB+/Ba1 or worse 32.5 117.5 In the event the S&P rating on the Borrower's senior unsecured long-term debt is not equivalent to each otherthe Xxxxx'x rating on such debt, the higher rating of S&P or Xxxxx’x will determine the Facility Fee and applicable LIBOR Spread, unless the S&P and Xxxxx'x ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will be determinative. In the event that (a) the Borrower’s 's senior non-credit enhanced unsecured long-term debt is not rated by both only one of S&P or Xxxxx’x and Xxxxx'x (for any reason, including if S&P or Xxxxx’x Xxxxx'x shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of either S&P or Xxxxx’x Xxxxx'x shall change, then an amendment shall be negotiated in good faith (and shall be effective only upon approval by the Borrower and the Supermajority Lenders) to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s 's senior unsecured long-term debt is not rated by either of S&P or Xxxxx’xXxxxx'x, then the Facility Fee and the applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed toapplied. Any increase in the Facility Fee or the applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable either rating agency not to rate its senior unsecured long-term debt or on the date any either of such rating agencies announces it shall no longer rate the Borrower’s 's senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any either of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be 1% less than the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > A3/A- 20.0 205.0 225.0 > Baa1/BBB+ 25.0 225.0 250.0 > Baa2/BBB 37.5 237.5 275.0 > Baa3/BBB- 50.0 250.0 300.0 > Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 In the event that S&P and Xxxxx’x Moody’s ratings on the Borrower’s senior non-credit enhanced unsecured long-term debt are not equivalent to each other, the higher rating of S&P or Xxxxx’x Moody’s will determine the Facility Fee and applicable LIBOR Spread, unless the ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x Moody’s will be determinative. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both of S&P or Xxxxx’x Moody’s (for any reason, including if S&P or Xxxxx’x Moody’s shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of S&P or Xxxxx’x Moody’s shall change, then an amendment shall be negotiated in good faith to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s senior unsecured long-term debt is not rated by either of S&P or Xxxxx’xMoody’s, then the Facility Fee and applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed to. Any increase in the Facility Fee or applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency not to rate its senior unsecured long-term debt or on the date any of such rating agencies announces it shall no longer rate the Borrower’s senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and the applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > A3S&P/A- 20.0 205.0 225.0 > Baa1Xxxxx’x/Fitch Rating Equivalent of the Borrower’s senior unsecured long-term debt Facility Fee (in Basis Points) Applicable LIBOR Spread (in Basis Points) A/A2/A or better 8.0 29.5 X-/X0/X- 00.0 40.0 BBB+/Baa1/BBB+ 25.0 225.0 250.0 > 12.5 50.0 BBB/Baa2/BBB 37.5 237.5 275.0 > Baa315.0 60.0 BBB-/Baa3/BBB- 50.0 250.0 300.0 > Ba117.5 70.0 BB+/Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 or worse 25.0 125.0 In the event that S&P the S&P, Xxxxx’x and Xxxxx’x Xxxxx ratings on the Borrower’s senior non-credit enhanced unsecured long-term debt are not equivalent to each other, the higher rating of S&P or Xxxxx’x will determine the Facility Fee and applicable LIBOR Spread, unless the ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will be determinative. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both (i) Fitch and only one of S&P or Xxxxx’x, or (ii) only one of S&P or Xxxxx’x (for any reason, including if S&P or Xxxxx’x shall cease to be in the business of rating corporate debt obligations) ), and not by Fitch, or (b) if the rating system of any of S&P S&P, Xxxxx’x or Xxxxx’x Fitch shall change, then an amendment shall be negotiated in good faith (and shall be effective only upon approval by the Borrower and the Supermajority Lenders) to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s senior unsecured long-term debt is (i) not rated by either any of S&P S&P, Xxxxx’x or Xxxxx’xFitch or (ii) rated only by Fitch, then the Facility Fee and the applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed toapplied. Any increase in the Facility Fee or the applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency not to rate its senior unsecured long-term debt or on the date any of such rating agencies announces it shall no longer rate the Borrower’s senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be 1% less than the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and the applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > A3/A- 20.0 205.0 225.0 > Baa1/BBB+ 25.0 225.0 250.0 > Baa2/BBB 37.5 237.5 275.0 > Baa3/BBB- 50.0 250.0 300.0 > Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 In the event that the S&P and Xxxxx’x ratings rating on the Borrower’s 's senior non-credit enhanced unsecured long-term debt are is not equivalent to each otherthe Xxxxx'x rating on such debt, the higher rating of S&P or Xxxxx’x will determine the Facility Fee and applicable LIBOR Spread, unless the S&P and Moody's ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will be determinative. In the event that (a) the Borrower’s 's senior non-credit enhanced unsecured long-term debt is not rated by both only one of S&P or Xxxxx’x and Moody's (for any reason, including if S&P or Xxxxx’x Moody's shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of either S&P or Xxxxx’x Moody's shall change, then an amendment shall be negotiated in good faith (and shall be effective only upon approval by the Borrower and the Supermajority Lenders) to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s 's senior unsecured long-term debt is not rated by either of S&P or Xxxxx’xMoody's, then the Facility Fee and the applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed toapplied. Any increase in the Facility Fee or the applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable either rating agency not to rate its senior unsecured long-term debt or on the date any either of such rating agencies announces it shall no longer rate the Borrower’s 's senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any either of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be 1% less than the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and the applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > A3S&P/A- 20.0 205.0 225.0 > Baa1Xxxxx'x Rating Equivalent of the Facility Applicable Borrower's senior Fee (in LIBOR Spread unsecured long- Basis (in Basis term debt Points) Points) ------------------ --------- ------------ A/BBB+ 25.0 225.0 250.0 > Baa2A2 or better 8.0 29.5 A-/A3 10.0 40.0 BBB+/Baa1 12.5 50.0 40 BBB/BBB 37.5 237.5 275.0 > Baa3/BBB- 50.0 250.0 300.0 > Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 Baa2 15.0 60.0 BBB-/Baa3 17.5 70.0 BB+/Bal or lower 32.5 117.5 In the event that the S&P and Xxxxx’x ratings rating on the Borrower’s 's senior non-credit enhanced unsecured long-term debt are is not equivalent to each otherthe Xxxxx'x rating on such debt, the higher lower rating of S&P or Xxxxx’x will determine the Facility Fee and applicable LIBOR Spread, unless . In the ratings are more than event that the Borrower's senior unsecured long-term debt is rated by only one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will and Xxxxx'x, then that single rating shall be determinative. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both of S&P or Xxxxx’x (for any reason, including if S&P or Xxxxx’x shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of S&P or Xxxxx’x shall change, then an amendment shall be negotiated in good faith to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s 's senior unsecured long-term debt is not rated by either of S&P or Xxxxx’xXxxxx'x, then the Facility Fee and the applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed toapplied. Any increase in the Facility Fee or the applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable either such rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable either of such rating agency agencies not to rate its senior unsecured long-term debt or on the date any either of such rating agencies announces it shall no longer rate the Borrower’s 's senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any either of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be 1% less than the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: Moody’s/S&PRating Equivalent Facility Fee(in Basis Points) Applicable LIBOR Spread (in Basis Points) TotalDrawn Pricing (in Basis Points) > A3/A- 20.0 205.0 225.0 > 10.0 90.0 100.0 Baa1/BBB+ 25.0 225.0 250.0 > 12.5 100.0 112.5 Baa2/BBB 37.5 237.5 275.0 > 15.0 110.0 125.0 Baa3/BBB- 50.0 250.0 300.0 > Ba120.0 130.0 150.0 < Baa3/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 BBB- 25.0 150.0 175.0 In the event that S&P and Xxxxx’x Moody’s ratings on the Borrower’s senior non-credit enhanced unsecured long-term debt are not equivalent to each other, the higher rating of S&P or Xxxxx’x Moody’s will determine the Facility Fee and applicable LIBOR Spread, unless the ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x Moody’s will be determinative. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both of S&P or Xxxxx’x Moody’s (for any reason, including if S&P or Xxxxx’x Moody’s shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of S&P or Xxxxx’x Moody’s shall change, then an amendment shall be negotiated in good faith to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s senior unsecured long-term debt is not rated by either of S&P or Xxxxx’xMoody’s, then the Facility Fee and applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed to. Any increase in the Facility Fee or applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency not to rate its senior unsecured long-term debt or on the date any of such rating agencies announces it shall no longer rate the Borrower’s senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: Xxxxx’x/S&P Rating Equivalent Facility Fee (in Basis Points) Applicable LIBOR Spread (in Basis Points) TotalDrawn Pricing (in Basis Points) > A3/A- 20.0 205.0 225.0 > 10.0 90.0 100.0 Baa1/BBB+ 25.0 225.0 250.0 > 12.5 95.0 107.5 Baa2/BBB 37.5 237.5 275.0 > 15.0 105.0 120.0 Baa3/BBB- 50.0 250.0 300.0 > Ba120.0 130.0 150.0 < Baa3/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 BBB- 25.0 150.0 175.0 In the event that S&P and Xxxxx’x ratings on the Borrower’s senior non-credit enhanced unsecured long-term debt are not equivalent to each other, the higher rating of S&P or Xxxxx’x will determine the Facility Fee and applicable LIBOR Spread, unless the ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will be determinative. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both of S&P or Xxxxx’x (for any reason, including if S&P or Xxxxx’x shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of S&P or Xxxxx’x shall change, then an amendment shall be negotiated in good faith to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s senior unsecured long-term debt is not rated by either of S&P or Xxxxx’x, then the Facility Fee and applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed to. Any increase in the Facility Fee or applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency not to rate its senior unsecured long-term debt or on the date any of such rating agencies announces it shall no longer rate the Borrower’s senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and Commitment Fee, the applicable LIBOR Spread for Revolving Credit Loans and the applicable FFR Spread in effect from time to time shall be determined in accordance with the following table: > A3tables: (i) From the Closing Date through and including December 14, 2006, BBB/A- Baa2 or better 12.0 60.0 60.0 BBB-/Baa3 15.0 87.5 87.5 BB+/Ba1 or worse 20.0 205.0 225.0 > Baa1125.0 125.0 (ii) Thereafter, BBB/BBB+ 25.0 225.0 250.0 > Baa2/BBB 37.5 237.5 275.0 > Baa3/BBB- 50.0 250.0 300.0 > Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ Baa2 or better 12.0 75.0 300.00 375.0 75.0 BBB-/Baa3 17.5 100.0 100.0 BB+/Ba1 or worse 22.5 150.0 150.0 In the event that the S&P and Xxxxx’x ratings on the Borrower’s senior non-credit enhanced unsecured long-term debt are not equivalent to each other, the higher rating of S&P or and Xxxxx’x will determine the Facility Fee and Commitment Fee, the applicable LIBOR Spread and the applicable FFR Spread, unless the ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will be determinative. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both of S&P or Xxxxx’x (for any reason, including if S&P or Xxxxx’x shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any either of S&P or Xxxxx’x shall change, then an amendment shall be negotiated in good faith (and shall be effective only upon approval by the Borrower and the Majority Lenders) to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by either of S&P or and Xxxxx’x, then the Facility Fee and Commitment Fee, the applicable LIBOR Spread and the applicable FFR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed to. Any increase in the Facility Fee or Commitment Fee, the applicable LIBOR Spread or the applicable FFR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency not to rate its senior non-credit enhanced unsecured long-term debt or on the date any of such rating agencies announces it shall no longer rate the Borrower’s senior non-credit enhanced unsecured long-term debt. Any decrease in the Facility Fee or Commitment Fee, the applicable LIBOR Spread or the applicable FFR Spread shall be effective on the date of announcement or publication by any of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and the applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > A3S&P/A- 20.0 205.0 225.0 > Baa1Xxxxx’x/Xxxxx Rating Equivalent Of The Borrower’s Senior Non-Credit Enhanced Unsecured Long-Term Debt Facility Fee (in Basis Points) Applicable LIBOR Spread (in Basis Points) A/A2/A or better 8.0 17.0 X-/X0/X- 00.0 27.5 BBB+/Baa1/BBB+ 25.0 225.0 250.0 > 11.0 39.0 BBB/Baa2/BBB 37.5 237.5 275.0 > Baa313.0 49.5 BBB-/Baa3/BBB- 50.0 250.0 300.0 > Ba117.5 57.5 BB+/Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 or worse 25.0 112.5 In the event that S&P S&P, Xxxxx’x and Xxxxx’x Fitch ratings on the Borrower’s senior non-credit enhanced unsecured long-term debt are not equivalent to each other, the higher rating of S&P or Xxxxx’x will determine the Facility Fee and applicable LIBOR Spread, unless the ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will be determinative. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both (i) Fitch and only one of S&P or Xxxxx’x, or (ii) only one of S&P or Xxxxx’x (for any reason, including if S&P or Xxxxx’x shall cease to be in the business of rating corporate debt obligations) or ), and not by Fitch, (b) if the rating system of any of S&P S&P, Xxxxx’x or Xxxxx’x Fitch shall change, or (c) in the event that the Borrower’s senior unsecured long-term debt is (i) not rated by any of S&P, Xxxxx’x or Fitch or (ii) rated only by Fitch, then an amendment shall be negotiated in good faith to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s senior unsecured long-term debt is (i) not rated by either any of S&P S&P, Xxxxx’x or Xxxxx’xFitch or (ii) rated only by Fitch, then the Facility Fee and the applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed to. Any increase in the Facility Fee or the applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency not to rate its senior unsecured long-term debt or on the date any of such rating agencies announces it shall no longer rate the Borrower’s senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. (a) The Facility Fee and Fee, the applicable LIBOR Spread for Revolving Credit Loans and the applicable ABR Spread in respect of the Tranche A Commitments in effect from time to time shall be determined in accordance with the following table: > A3/A- 20.0 205.0 225.0 > Baa1/BBB+ 25.0 225.0 250.0 > Baa2/BBB 37.5 237.5 275.0 > Baa3/BBB- 50.0 250.0 300.0 > Ba1BB+/Ba1/BB+ 62.5 262.5 325.0 < Ba1or better 40.0 350.0 250.0 BB/BB+ 75.0 300.00 Ba2/BB 50.0 375.0 275.0 BB-/Ba3/BB- or worse 60.0 400.0 300.0 (b) [Reserved]. (c) In the event that S&P the S&P, Xxxxx’x and Xxxxx’x Fitch (collectively referred to as the “Rating Agencies”, and each, a “Rating Agency”) ratings on the Borrower’s senior non-credit enhanced unsecured long-term debt (“Index Debt”) are not equivalent to each other, the higher second highest rating of S&P or among S&P, Xxxxx’x and Fitch will determine the Facility Fee and Fee, the applicable LIBOR Spread and the applicable ABR Spread; provided that, unless in the event that any two of the Rating Agencies have equivalent ratings on the Index Debt, but the third Rating Agency’s rating of the Index Debt differs, the Facility Fee, the applicable LIBOR Spread and the applicable ABR Spread shall be determined by the ratings which are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will be determinativeequivalent. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt Index Debt is not rated by both (i) Fitch and only one of S&P or Xxxxx’x, or (ii) only one of S&P or Xxxxx’x (for any reason, including if S&P or Xxxxx’x shall cease to be in the business of rating corporate debt obligations) ), and not by Fitch, or (b) if the rating system of any of S&P or Xxxxx’x Rating Agency shall change, then an amendment shall be negotiated in good faith (and shall be effective only upon approval by the Borrower and the Supermajority Lenders) to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency Rating Agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s senior unsecured long-term debt Index Debt is (i) not rated by either of S&P any Rating Agency or Xxxxx’x(ii) rated only by Fitch, then the Facility Fee and Fee, the applicable LIBOR Spread and the applicable ABR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed toapplied. Any increase in the Facility Fee or Fee, the applicable LIBOR Spread and the applicable ABR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency Rating Agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency Rating Agency not to rate its senior unsecured long-term debt Index Debt or on the date any of such rating agencies Rating Agencies announces it shall no longer rate the Borrower’s senior unsecured long-term debtIndex Debt. Any decrease in the Facility Fee or Fee, the applicable LIBOR Spread and the applicable ABR Spread shall be effective on the date of announcement or publication by any of such rating agencies Rating Agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee, Utilization Fee and applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > ³ A2/A 7.0 13.0 10.0 ³ A3/A- 20.0 205.0 225.0 > 8.0 17.0 10.0 ³ Baa1/BBB+ 25.0 225.0 250.0 > 9.0 26.0 10.0 ³ Baa2/BBB 37.5 237.5 275.0 > 10.0 35.0 10.0 ³ Baa3/BBB- 12.5 50.0 250.0 300.0 > Ba112.5 < Baa3/BB+ 62.5 262.5 325.0 BBB- 17.5 70.0 12.5 The applicable LIBOR Spread for Term Loans in effect from time to time shall be determined in accordance with the following table: ³ X0/X 00.0 0 X0/X- 35.0 ³ Baa1/BBB+ 45.0 ³ Baa2/BBB 55.0 ³ Baa3/BBB- 75.0 < Ba1Baa3/BB+ 75.0 300.00 375.0 BBB- 100.0 In the event that S&P and Xxxxx’x Moody’s ratings on the Borrower’s senior non-credit enhanced unsecured long-term debt are not equivalent to each other, the higher rating of S&P or Xxxxx’x Moody’s will determine the Facility Fee, Utilization Fee and applicable LIBOR Spread, unless the ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x Moody’s will be determinative. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both of S&P or Xxxxx’x Moody’s (for any reason, including if S&P or Xxxxx’x Moody’s shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of S&P or Xxxxx’x Moody’s shall change, then an amendment shall be negotiated in good faith to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s senior unsecured long-term debt is not rated by either of S&P or Xxxxx’xMoody’s, then the Facility Fee, Utilization Fee and applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed to. Any increase in the Facility Fee, Utilization Fee or applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency not to rate its senior unsecured long-term debt or on the date any of such rating agencies announces it shall no longer rate the Borrower’s senior unsecured long-term debt. Any decrease in the Facility Fee, Utilization Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. (a) The Facility Fee and Fee, the applicable LIBOR Spread for Revolving Credit Loans and the applicable ABR Spread in respect of the Tranche A Commitments in effect from time to time shall be determined in accordance with the following table: > A3/A- 20.0 205.0 225.0 > Baa1/BBB+ 25.0 225.0 250.0 > Baa2/BBB 37.5 237.5 275.0 > Baa3/BBB- 50.0 250.0 300.0 > Ba1BB+/Ba1/BB+ 62.5 262.5 325.0 < Ba1or better 40.0 350.0 250.0 BB/Ba2/BB 50.0 375.0 275.0 BB-/Ba3/BB- or worse 60.0 400.0 300.0 (b) The Facility Fee, the applicable LIBOR Spread and the applicable ABR Spread in respect of the Tranche B Commitments in effect from time to time shall be determined in accordance with the following table: BB+/Ba1/BB+ or better 65.0 375.0 275.0 BB/Ba2/BB 75.0 300.00 375.0 400.0 300.0 BB-/Ba3/BB- or worse 85.0 425.0 325.0 (c) In the event that S&P the S&P, Xxxxx’x and Xxxxx’x Fitch (collectively referred to as the “Rating Agencies”, and each, a “Rating Agency”) ratings on the Borrower’s senior non-credit enhanced unsecured long-term debt (“Index Debt”) are not equivalent to each other, the higher second highest rating of S&P or among S&P, Xxxxx’x and Fitch will determine the Facility Fee and Fee, the applicable LIBOR Spread and the applicable ABR Spread; provided that, unless in the event that any two of the Rating Agencies have equivalent ratings on the Index Debt, but the third Rating Agency’s rating of the Index Debt differs, the Facility Fee, the applicable LIBOR Spread and the applicable ABR Spread shall be determined by the ratings which are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will be determinativeequivalent. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt Index Debt is not rated by both (i) Fitch and only one of S&P or Xxxxx’x, or (ii) only one of S&P or Xxxxx’x (for any reason, including if S&P or Xxxxx’x shall cease to be in the business of rating corporate debt obligations) ), and not by Fitch, or (b) if the rating system of any of S&P or Xxxxx’x Rating Agency shall change, then an amendment shall be negotiated in good faith (and shall be effective only upon approval by the Borrower and the Supermajority Lenders) to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency Rating Agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s senior unsecured long-term debt Index Debt is (i) not rated by either of S&P any Rating Agency or Xxxxx’x(ii) rated only by Fitch, then the Facility Fee and Fee, the applicable LIBOR Spread and the applicable ABR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed toapplied. Any increase in the Facility Fee or Fee, the applicable LIBOR Spread and the applicable ABR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency Rating Agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency Rating Agency not to rate its senior unsecured long-term debt Index Debt or on the date any of such rating agencies Rating Agencies announces it shall no longer rate the Borrower’s senior unsecured long-term debtIndex Debt. Any decrease in the Facility Fee or Fee, the applicable LIBOR Spread and the applicable ABR Spread shall be effective on the date of announcement or publication by any of such rating agencies Rating Agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: Moody’s/S&P Rating Equivalent Facility Fee (in Basis Points) Applicable LIBOR Spread (in Basis Points) TotalDrawn Pricing (in Basis Points) > A3/A- 20.0 205.0 225.0 > 7.5 92.5 100.0 Baa1/BBB+ 25.0 225.0 250.0 > 10.0 97.5 107.5 Baa2/BBB 37.5 237.5 275.0 > 12.5 107.5 120.0 Baa3/BBB- 50.0 250.0 300.0 > Ba117.5 132.5 150.0 < Baa3/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 BBB- 22.5 152.5 175.0 In the event that S&P and Xxxxx’x Moody’s ratings on the Borrower’s senior non-credit enhanced unsecured long-term debt are not equivalent to each other, the higher rating of S&P or Xxxxx’x Moody’s will determine the Facility Fee and applicable LIBOR Spread, unless the ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x Moody’s will be determinative. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated by both of S&P or Xxxxx’x Moody’s (for any reason, including if S&P or Xxxxx’x Moody’s shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of S&P or Xxxxx’x Moody’s shall change, then an amendment shall be negotiated in good faith to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency). In the event that the Borrower’s senior unsecured long-term debt is not rated by either of S&P or Xxxxx’xMoody’s, then the Facility Fee and applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed to. Any increase in the Facility Fee or applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable rating agency not to rate its senior unsecured long-term debt or on the date any of such rating agencies announces it shall no longer rate the Borrower’s senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and the applicable LIBOR Spread for Revolving Credit Loans in effect from time to time shall be determined in accordance with the following table: > A3A-/A3 or better 10.00 45.00 BBB+/Baa1 12.50 62.50 BBB/A- 20.0 205.0 225.0 > Baa1/BBB+ 25.0 225.0 250.0 > Baa2/BBB 37.5 237.5 275.0 > Baa3/BBB- 50.0 250.0 300.0 > Ba1/BB+ 62.5 262.5 325.0 < Ba1/BB+ 75.0 300.00 375.0 Baa2 15.00 80.00 BBB-/Baa3 20.00 105.00 BB+/Bal or lower 35.00 140.00 In the event that the S&P and Xxxxx’x ratings rating on the Borrower’s senior non-credit enhanced unsecured long-term debt are not equivalent to each other, the higher rating of S&P or Xxxxx’x will determine the Facility Fee and applicable LIBOR Spread, unless the ratings are more than one level apart, in which case the rating one level below the higher rating of S&P or Xxxxx’x will be determinative. In the event that (a) the Borrower’s senior non-credit enhanced unsecured long-term debt is not equivalent to the Mxxxx’x rating on such debt, the higher rating will determine the Facility Fee and applicable LIBOR Spread; provided, however, that if such ratings differ by more than one level, the Facility Fee and applicable LIBOR Spread will be determined by reference to the level that is one level higher than the lower rating. In the event that the Borrower’s senior non-credit enhanced unsecured long-term debt is rated by both only one of S&P or Xxxxx’x (for any reason, including if S&P or Xxxxx’x shall cease to be in the business of rating corporate debt obligations) or (b) if the rating system of any of S&P or Xxxxx’x shall changeand Mxxxx’x, then an amendment that single rating shall be negotiated in good faith to the references to specific ratings in the table above to reflect such changed rating system or the unavailability of ratings from such rating agency (including an amendment to provide for the substitution of an equivalent or successor ratings agency)determinative. In the event that the Borrower’s senior unsecured long-term debt is not rated by either of S&P or Xxxxx’xMxxxx’x, then the Facility Fee and the applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above applied until such time as an amendment to the table above shall be agreed toapplied. Any increase in the Facility Fee or the applicable LIBOR Spread determined in accordance with the foregoing table shall become effective on the date of announcement or publication by the Borrower or the applicable either such rating agency of a reduction in such rating or, in the absence of such announcement or publication, on the effective date of such decreased rating, or on the date of any request by the Borrower to the applicable either of such rating agency agencies not to rate its senior unsecured long-term debt or on the date any either of such rating agencies announces it shall no longer rate the Borrower’s senior unsecured long-term debt. Any decrease in the Facility Fee or applicable LIBOR Spread shall be effective on the date of announcement or publication by any either of such rating agencies of an increase in rating or in the absence of announcement or publication on the effective date of such increase in rating. The applicable margin for ABR Loans shall be 1% less than the applicable LIBOR Spread minus 100 Basis Points (but not less than 0%).