Common use of Certain Pricing Adjustments Clause in Contracts

Certain Pricing Adjustments. The Facility Fee and the applicable LIBOR Spread in effect from time to time shall be determined in accordance with the following table: S&P/Xxxxx'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 10.0 52.5 A-/A3/A- 12.5 62.5 BBB+/Baa1/BBB+ 15.0 72.5 BBB/Baa2/BBB 17.5 82.5 BBB-/Baa3/BBB- 22.5 90.0 BB+/Ba1/BB+ or worse 37.5 137.5 In the event the S&P, Xxxxx'x and 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 rated by (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, Xxxxx'x or 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 any of S&P, Xxxxx'x or Fitch 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. 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 (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: S&PMoody’s/Xxxxx'x/Fitch Rating S&PRating Equivalent of the Borrower's senior unsecured long-term debt Facility Fee (in Fee(in Basis Points) Applicable LIBOR Spread (in Basis Points) A/A2/A or better 10.0 52.5 A-/A3TotalDrawn Pricing (in Basis Points) > A3/A- 12.5 62.5 BBB+/Baa110.0 90.0 100.0 Baa1/BBB+ 15.0 72.5 BBB/12.5 100.0 112.5 Baa2/BBB 17.5 82.5 BBB-/Baa315.0 110.0 125.0 Baa3/BBB- 22.5 90.0 BB+/Ba120.0 130.0 150.0 < Baa3/BB+ or worse 37.5 137.5 BBB- 25.0 150.0 175.0 48 In the event the S&P, Xxxxx'x that S&P and Xxxxx Moody’s 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 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 ’s senior non-credit enhanced unsecured long-term debt is not rated by (i) Fitch and only one both of S&P or Xxxxx'x, or (ii) only one 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), and not by Fitch, ) or (b) if the rating system of any of S&P, Xxxxx'x S&P or Fitch 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 (i) not rated by any either of S&P, Xxxxx'x S&P or Fitch or (ii) rated only by FitchMoody’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 appliedapplied 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 ’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 and B/A Spread in effect from time to time shall be determined in accordance with the following table: Applicable S&P/Xxxxx'xMoody's Raxxxx Xxuivalent LIBOR Spread of the Borrower's senior Facility Fee And B/Fitch Rating Equivalent of A Spread unsecured long-term debt (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 Facility Fee (in Basis Points) Applicable LIBOR Spread (in Basis Points) A/A2/A or better 10.0 52.5 A-/A3/A- 12.5 62.5 BBB+/Baa1/BBB+ 15.0 72.5 BBB/Baa2/BBB 17.5 82.5 BBB-/Baa3/BBB- 22.5 90.0 BB+/Ba1/BB+ or worse 37.5 137.5 In the event the S&P, Xxxxx'x and Xxxxx ratings on the Borrower's senior non-credit enhanced unsecured long-term debt are 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 senior non-credit enhanced unsecured long-term debt is rated by (i) Fitch and only one of S&P or Xxxxx'x, or and Moody's (ii) only one of S&P or Xxxxx'x (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), and not by Fitch, ) or (b) if the rating system of any of S&P, Xxxxx'x either S&P or Fitch 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 senior unsecured long-term debt is (i) not rated by any of S&Peither S&P or Moody's, Xxxxx'x or Fitch or (ii) rated only by Fitch, 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. 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 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 1% less than the applicable LIBOR Spread (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee, Utilization 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: S&PMoody’s/Xxxxx'x/Fitch S&P Rating Equivalent of the Borrower's senior unsecured long-term debt Facility Fee (in Basis Points) Applicable LIBOR Spread (in Basis Points) A/Utilization Fee (in Basis Points) ³ A2/A or better 7.0 13.0 10.0 52.5 A-/A3³ A3/A- 12.5 62.5 BBB+/Baa18.0 17.0 10.0 ³ Baa1/BBB+ 15.0 72.5 BBB/9.0 26.0 10.0 ³ Baa2/BBB 17.5 82.5 BBB-/Baa310.0 35.0 10.0 ³ Baa3/BBB- 22.5 90.0 BB+/Ba112.5 50.0 12.5 < Baa3/BB+ or worse 37.5 137.5 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: Moody’s/S&P Rating Equivalent Applicable LIBOR Spread (in Basis Points) 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 < Baa3/BBB- 100.0 In the event the S&P, Xxxxx'x that S&P and Xxxxx Moody’s 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 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 ’s senior non-credit enhanced unsecured long-term debt is not rated by (i) Fitch and only one both of S&P or Xxxxx'x, or (ii) only one 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), and not by Fitch, ) or (b) if the rating system of any of S&P, Xxxxx'x S&P or Fitch 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 (i) not rated by any either of S&P, Xxxxx'x S&P or Fitch or (ii) rated only by FitchMoody’s, then the Facility Fee, Utilization Fee and the applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above appliedapplied until such time as an amendment to the table above shall be agreed to. Any increase in the Facility Fee, Utilization 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, 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 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 in effect from time to time shall be determined in accordance with the following table: S&P/Xxxxx'xXxxxx’x/Fitch Rating Equivalent of the Borrower's ’s senior unsecured long-term debt Facility Fee (in Basis Points) Applicable LIBOR Spread (in Basis Points) A/A2/A or better 10.0 52.5 A-/A38.0 29.5 X-/X0/A- 12.5 62.5 X- 00.0 40.0 BBB+/Baa1/BBB+ 15.0 72.5 12.5 50.0 BBB/Baa2/BBB 17.5 82.5 15.0 60.0 BBB-/Baa3/BBB- 22.5 90.0 17.5 70.0 BB+/Ba1/BB+ or worse 37.5 137.5 25.0 125.0 In the event the S&P, Xxxxx'x Xxxxx’x and 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 rated by (i) Fitch and only one of S&P or Xxxxx'xXxxxx’x, or (ii) only one of S&P or Xxxxx'x 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, Xxxxx'x Xxxxx’x or 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 any of S&P, Xxxxx'x Xxxxx’x or Fitch 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. 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 (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee and Fee, the applicable LIBOR Spread, the applicable FFR Spread and the Utilization Fee Percentage in effect from time to time shall be determined in accordance with the following table: S&P/Xxxxx'xMxxxx’x/Fitch Rating Equivalent of the Borrower's Applicable Applicable Utilization Fee senior unsecured Facility Fee LIBOR Spread FFR Spread Percentage long-term debt Facility Fee (in Basis Points) Applicable LIBOR Spread (in Basis Points) (in Basis Points) (in Basis Points) A/A2/A or better 7.0 18.0 18.0 10.0 52.5 A-/A3/A- 12.5 62.5 8.0 22.0 22.0 10.0 BBB+/Baa1/BBB+ 15.0 72.5 10.0 30.0 30.0 10.0 BBB/Baa2/BBB 17.5 82.5 12.0 38.0 38.0 10.0 BBB-/Baa3/BBB- 22.5 90.0 15.0 47.5 47.5 12.5 BB+/Ba1/BB+ or worse 37.5 137.5 17.5 70.0 70.0 12.5 In the event the S&P, Xxxxx'x Mxxxx’x and Xxxxx Fxxxx ratings on the Borrower's ’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 ’s senior non-credit enhanced unsecured long-term debt is rated by (i) Fitch and only one of S&P or Xxxxx'xMxxxx’x, or (ii) only one 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), and not by Fitch, or (b) if the rating system of any of S&P, Xxxxx'x Mxxxx’x or 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 non-credit enhanced unsecured long-term debt is (i) not rated by any of S&P, Xxxxx'x Mxxxx’x or Fitch 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. 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 ’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 1% less than the applicable LIBOR Spread (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: S&PXxxxx’x/Xxxxx'x/Fitch S&P 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 10.0 52.5 A-/A3TotalDrawn Pricing (in Basis Points) > A3/A- 12.5 62.5 BBB+/Baa110.0 90.0 100.0 Baa1/BBB+ 15.0 72.5 BBB/12.5 95.0 107.5 Baa2/BBB 17.5 82.5 BBB-/Baa315.0 105.0 120.0 Baa3/BBB- 22.5 90.0 BB+/Ba120.0 130.0 150.0 < Baa3/BB+ or worse 37.5 137.5 BBB- 25.0 150.0 175.0 In the event the S&P, Xxxxx'x that S&P and Xxxxx Xxxxx’x 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 (i) Fitch and only one both of S&P or Xxxxx'x, or (ii) only one of S&P or Xxxxx'x 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, Xxxxx'x S&P or Fitch 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 (i) not rated by any either of S&P, Xxxxx'x S&P or Fitch or (ii) rated only by FitchXxxxx’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 appliedapplied 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 ’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 Fee, the applicable LIBOR Spread, the applicable FFR Spread and the Utilization Fee Percentage in effect from time to time shall be determined in accordance with the following table: S&P/Xxxxx'xXxxxx’x/Fitch Rating Equivalent of the Borrower's ’s senior unsecured long-term debt Facility Fee (in Basis Points) Applicable LIBOR Spread (in Basis Points) Applicable FFR Spread (in Basis Points) Utilization Fee Percentage (in Basis Points) A/A2/A or better 7.0 18.0 18.0 10.0 52.5 A-/A3/A- 12.5 62.5 8.0 22.0 22.0 10.0 BBB+/Baa1/BBB+ 15.0 72.5 10.0 30.0 30.0 10.0 BBB/Baa2/BBB 17.5 82.5 12.0 38.0 38.0 10.0 BBB-/Baa3/BBB- 22.5 90.0 15.0 47.5 47.5 12.5 BB+/Ba1/BB+ or worse 37.5 137.5 17.5 70.0 70.0 12.5 In the event the S&P, Xxxxx'x Xxxxx’x and Xxxxx ratings on the Borrower's ’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, 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 ’s senior non-credit enhanced unsecured long-term debt is rated by (i) Fitch and only one of S&P or Xxxxx'xXxxxx’x, or (ii) only one of S&P or Xxxxx'x 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, Xxxxx'x Xxxxx’x or 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 non-credit enhanced unsecured long-term debt is (i) not rated by any of S&P, Xxxxx'x Xxxxx’x or Fitch 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. 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 ’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 1% less than the applicable LIBOR Spread (but not less than 0%).

Certain Pricing Adjustments. The Facility Fee, Utilization 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: S&PMoody’s/Xxxxx'x/Fitch S&P Rating Equivalent of the Borrower's senior unsecured long-term debt Facility Fee (in Basis Points) Applicable LIBOR Spread (in Basis Points) A/Utilization Fee (in Basis Points) ³ A2/A or better 7.0 13.0 10.0 52.5 A-/A3³ A3/A- 12.5 62.5 BBB+/Baa18.0 17.0 10.0 ³ Baa1/BBB+ 15.0 72.5 BBB/9.0 26.0 10.0 ³ Baa2/BBB 17.5 82.5 BBB-/Baa310.0 35.0 10.0 ³ Baa3/BBB- 22.5 90.0 BB+/Ba112.5 50.0 12.5 > Baa3/BB+ or worse 37.5 137.5 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: Moody’s/S&P Rating Equivalent Applicable LIBOR Spread (in Basis Points) 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 < Baa3/BBB- 100.0 In the event the S&P, Xxxxx'x that S&P and Xxxxx Moody’s 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 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 ’s senior non-credit enhanced unsecured long-term debt is not rated by (i) Fitch and only one both of S&P or Xxxxx'x, or (ii) only one 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), and not by Fitch, ) or (b) if the rating system of any of S&P, Xxxxx'x S&P or Fitch 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 (i) not rated by any either of S&P, Xxxxx'x S&P or Fitch or (ii) rated only by FitchMoody’s, then the Facility Fee, Utilization Fee and the applicable LIBOR Spread shall be deemed to be calculated as if the lowest rating category set forth above appliedapplied until such time as an amendment to the table above shall be agreed to. Any increase in the Facility Fee, Utilization 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, 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 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 in effect from time to time shall be determined in accordance with the following table: S&P/Xxxxx'xXxxxx’x/Fitch Xxxxx Rating Equivalent of the Of The Borrower's senior unsecured long’s Senior Non-term debt Credit Enhanced Unsecured Long-Term Debt Facility Fee (in Basis Points) Applicable LIBOR Spread (in Basis Points) A/A2/A or better 10.0 52.5 A-/A38.0 17.0 X-/X0/A- 12.5 62.5 X- 00.0 27.5 BBB+/Baa1/BBB+ 15.0 72.5 11.0 39.0 BBB/Baa2/BBB 17.5 82.5 13.0 49.5 BBB-/Baa3/BBB- 22.5 90.0 17.5 57.5 BB+/Ba1/BB+ or worse 37.5 137.5 25.0 112.5 In the event the that S&P, Xxxxx'x Xxxxx’x and Xxxxx Fitch 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 rated by (i) Fitch and only one of S&P or Xxxxx'xXxxxx’x, or (ii) only one of S&P or Xxxxx'x 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, Xxxxx'x Xxxxx’x or 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 (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 any of S&P, Xxxxx'x Xxxxx’x or Fitch 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 appliedapplied 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 ’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 in effect from time to time shall be determined in accordance with the following table: S&P/Xxxxx'x/Fitch Xxxxx'x Rating Equivalent of the Applicable Borrower's senior Facility Fee LIBOR Spread unsecured long-term debt (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 Facility Fee (in Basis Points) Applicable LIBOR Spread (in Basis Points) A/A2/A or better 10.0 52.5 A-/A3/A- 12.5 62.5 BBB+/Baa1/BBB+ 15.0 72.5 BBB/Baa2/BBB 17.5 82.5 BBB-/Baa3/BBB- 22.5 90.0 BB+/Ba1/BB+ or worse 37.5 137.5 In the event the S&P, Xxxxx'x and Xxxxx ratings on the Borrower'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 senior non-credit enhanced unsecured long-term debt is rated by (i) Fitch and only one of S&P or Xxxxx'x, or (ii) only one of S&P or and 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, either S&P or Xxxxx'x or 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 any of S&P, Xxxxx'x either S&P or Fitch or (ii) rated only by FitchXxxxx'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. 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 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 (but not less than 0%).