Common use of License Agreement and CDS Data Clause in Contracts

License Agreement and CDS Data. (a) The Agent hereby notifies the Company and the Lenders that it has entered into a licensing agreement (the “Licensing Agreement”) with Markit, pursuant to which Markit will provide to the Agent for each Business Day a composite end of day credit default swap spread for the one (1) year credit default swap spread of the Company (the “CDS Data”) that the Agent will use to determine the Credit Default Swap Spread. The Agent hereby further notifies the Company and the Lenders that, pursuant to the Licensing Agreement, (i) the CDS Data will be provided by Markit on an “as is” basis, without express or implied warranty as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit has no liability to the Agent for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided by Markit, constitutes confidential information (and each Lender agrees to treat such information in confidence to the same extent and in the same manner as such Lender is required to hold Confidential Information pursuant to Section 8.08 hereof), (iv) the CDS Data, as provided by Markit, may be used by the Agent, the Company and the Lenders solely for the purposes of this Agreement and (v) Markit and the Agent, except in each case in the event of its gross negligence, fraud or willful misconduct, shall have no liability whatsoever to either the Company or any Lender or any client of a Lender, whether in contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the Company, such Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions, or any course of action determined, by such Lender or any client of such Lender based on the CDS Data. Each of the Company and the Lenders (other than BNPP, in its capacity as the Agent, which is a party thereto) agrees that it shall not be a third party beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder. (b) The CDS Data shall be made available to the Company pursuant to procedures agreed upon by the Company and the Agent. The Company agrees that it will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company in respect of non-public information as to the business of the Company) to keep confidential the CDS Data and the related materials provided by Markit pursuant to the Licensing Agreement to the extent that the same is not and does not become publicly available. (c) It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that the Licensing Agreement provides that Markit shall be entitled to injunctive relief to restrain any such breach, threatened or actual. (d) The Company acknowledges that each of the Agent and the Lenders from time to time may conduct business with and may be a shareholder of Markit and that each of the Agent and the Lenders may have from time to time the right to appoint one or more directors to the board of directors of Markit.

License Agreement and CDS Data. (a) The Administrative Agent hereby notifies the Company and the Lenders that it has entered into a licensing agreement (the “Licensing Agreement”) with Markit, pursuant to which Markit will provide to the Administrative Agent for each Business Day a composite end of day credit default swap spread for the one five (15) year credit default swap spread of the Company (the “CDS Data”) that the Administrative Agent will use to determine the Credit Default Swap Market Rate Spread. The Administrative Agent hereby further notifies the Company and the Lenders that, pursuant to the Licensing Agreement, (i) the CDS Data will be provided by Markit on an “as is” basis, without express or implied warranty as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit has no liability to the Administrative Agent for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided by Markit, constitutes confidential information (and each Lender agrees to treat such information in confidence to the same extent and in the same manner as such Lender is required to hold Confidential Information confidential information pursuant to Section 8.08 9.08 hereof), (iv) the CDS Data, as provided by Markit, may be used by the Administrative Agent, the Company and the Lenders solely for the purposes of this Agreement and (v) Markit and the Administrative Agent, except in each case in the event of its gross negligence, fraud or willful misconduct, shall have no liability whatsoever to either the Company or any Lender or any client of a Lender, whether in contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the Company, such Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions, or any course of action determined, by such Lender or any client of such Lender based on the CDS Data. Each of the Company and the Lenders (other than BNPPCitibank, N.A., in its capacity as the Administrative Agent, which is a party thereto) agrees that it shall not be a third party beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder. (b) The CDS Data shall be made available to the Company pursuant to procedures agreed upon by the Company and the Administrative Agent, including procedures that permit uninterrupted, online access. The Company agrees that it will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company in respect of non-public information as to the business of the Company) to keep confidential the CDS Data and the related materials provided by Markit pursuant to the Licensing Agreement to the extent that the same is not and does not become publicly available. (c) It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that the Licensing Agreement provides that Markit shall be entitled to injunctive relief to restrain any such breach, threatened or actual. (d) The Company acknowledges that each of the Administrative Agent and the Lenders from time to time may conduct business with and may be a shareholder of Markit and that each of the Administrative Agent and the Lenders may have from time to time the right to appoint one or more directors to the board of directors of Markit. (e) Notwithstanding the foregoing, the Administrative Agent hereby represents and warrants to the Company that the Administrative Agent has the express authority under the Licensing Agreement to provide the CDS Data and the related materials provided from time to time by Markit to the Company.

License Agreement and CDS Data. (a) The Administrative Agent hereby notifies the Company and the Lenders that it has entered into a licensing agreement (the “Licensing Agreement”) with Markit, pursuant to which Markit will provide to the Administrative Agent for each Business Day a composite end of day credit default swap spread for the one five (15) year credit default swap spread of the Company (the “CDS Data”) that the Administrative Agent will use to determine the Credit Default Swap Market Rate Spread. The Administrative Agent hereby further notifies the Company and the Lenders that, pursuant to the Licensing Agreement, (i) the CDS Data will be provided by Markit on an “as is” basis, without express or implied warranty as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit has no liability to the Administrative Agent for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided by Markit, constitutes confidential information (and each Lender agrees to treat such information in confidence to the same extent and in the same manner as such Lender Bank is required to hold Confidential Information confidential information pursuant to Section 8.08 9.08 hereof), (iv) the CDS Data, as provided by Markit, may be used by the Administrative Agent, the Company and the Lenders solely for the purposes of this Agreement and (v) Markit and the Administrative Agent, except in each case in the event of its gross negligence, fraud or willful misconduct, shall have no liability whatsoever to either the Company or any Lender or any client of a Lender, whether in contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the Company, such Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions, or any course of action determined, by such Lender or any client of such Lender based on the CDS Data. Each of the Company and the Lenders (other than BNPPCitibank, N.A., in its capacity as the Administrative Agent, which is a party thereto) agrees that it shall not be a third party beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder. (b) The CDS Data shall be made available to the Company pursuant to procedures agreed upon by the Company and the Administrative Agent, including procedures that permit uninterrupted, online access. The Company agrees that it will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company in respect of non-public information as to the business of the Company) to keep confidential the CDS Data and the related materials provided by Markit pursuant to the Licensing Agreement to the extent that the same is not and does not become publicly available. (c) It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that the Licensing Agreement provides that Markit shall be entitled to injunctive relief to restrain any such breach, threatened or actual. (d) The Company acknowledges that each of the Administrative Agent and the Lenders from time to time may conduct business with and may be a shareholder of Markit and that each of the Administrative Agent and the Lenders may have from time to time the right to appoint one or more directors to the board of directors of Markit. (e) Notwithstanding the foregoing, the Administrative Agent hereby represents and warrants to the Company that the Administrative Agent has the express authority under the Licensing Agreement to provide the CDS Data and the related materials provided from time to time by Markit to the Company.

License Agreement and CDS Data. (a) The Agent hereby notifies the Company and the Lenders that it has entered into a licensing agreement (the “Licensing Agreement”) with Markit, pursuant to which Markit will provide to the Agent for each Business Day a composite end of day credit default swap spread for the one (1) year credit default swap spread of the Company (the “CDS Data”) that the Agent will use to determine the Credit Default Swap Spread. The Agent hereby further notifies the Company and the Lenders that, pursuant to the Licensing Agreement, (i) the CDS Data will be provided by Markit on an “as is” basis, without express or implied warranty as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit has no liability to the Agent for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided by Markit, constitutes confidential information (and each Lender agrees to treat such information in confidence to the same extent and in the same manner as such Lender is required to hold Confidential Information pursuant to Section 8.08 hereof), (iv) the CDS Data, as provided by Markit, may be used by the Agent, the Company and the Lenders solely for the purposes of this Agreement and (v) Markit and the Agent, except in each case in the event of its gross negligence, fraud or willful misconduct, shall have no liability whatsoever to either the Company or any Lender or any client of a Lender, whether in contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the Company, such Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions, or any course of action determined, by such Lender or any client of such Lender based on the CDS Data. Each of the Company and the Lenders (other than BNPPCitibank, N.A., in its capacity as the Agent, which is a party thereto) agrees that it shall not be a third party beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder. (b) The CDS Data shall be made available to the Company pursuant to procedures agreed upon by the Company and the Agent. The Company agrees that it will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company in respect of non-public information as to the business of the Company) to keep confidential the CDS Data and the related materials provided by Markit pursuant to the Licensing Agreement to the extent that the same is not and does not become publicly available. (c) It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that the Licensing Agreement provides that Markit shall be entitled to injunctive relief to restrain any such breach, threatened or actual. (d) The Company acknowledges that each of the Agent and the Lenders from time to time may conduct business with and may be a shareholder of Markit and that each of the Agent and the Lenders may have from time to time the right to appoint one or more directors to the board of directors of Markit.

License Agreement and CDS Data. (a) The Agent hereby notifies the Company and the Lenders that it has entered into a licensing agreement (the “Licensing Agreement”) with Markit, pursuant to which Markit will provide to the Agent for each Business Day a composite end of day credit default swap spread for the one five (15) year credit default swap spread of the Company (the “CDS Data”) that the Agent will use to determine the Credit Default Swap Spread. The Agent hereby further notifies the Company and the Lenders that, pursuant to the Licensing Agreement, (i) the CDS Data will be provided by Markit on an “as is” basis, without express or implied warranty as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit has no liability to the Agent for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided by Markit, constitutes confidential information (and each Lender agrees to treat such information in confidence to the same extent and in the same manner as such Lender Bank is required to hold Confidential Information confidential information pursuant to Section 8.08 9.08 hereof), (iv) the CDS Data, as provided by Markit, may be used by the Agent, the Company and the Lenders solely for the purposes of this Agreement and (v) Markit and the Agent, except in each case in the event of its gross negligence, fraud or willful misconduct, shall have no liability whatsoever to either the Company or any Lender or any client of a Lender, whether in contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the Company, such Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions, or any course of action determined, by such Lender or any client of such Lender based on the CDS Data. Each of the Company and the Lenders (other than BNPPCitibank, N.A., in its capacity as the Agent, which is a party thereto) agrees that it shall not be a third party beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder. (b) The CDS Data shall be made available to the Company pursuant to procedures agreed upon by the Company and the Agent, including procedures that permit uninterrupted, online access. The Company agrees that it will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company in respect of non-public information as to the business of the Company) to keep confidential the CDS Data and the related materials provided by Markit pursuant to the Licensing Agreement to the extent that the same is not and does not become publicly available. (c) It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that the Licensing Agreement provides that Markit shall be entitled to injunctive relief to restrain any such breach, threatened or actual. (d) The Company acknowledges that each of the Agent and the Lenders from time to time may conduct business with and may be a shareholder of Markit and that each of the Agent and the Lenders may have from time to time the right to appoint one or more directors to the board of directors of Markit. (e) Notwithstanding the foregoing, the Agent hereby represents and warrants to the Company that the Agent has the express authority under the Licensing Agreement to provide the CDS Data and the related materials provided from time to time by Markit to the Company.

License Agreement and CDS Data. (a) The Administrative Agent hereby notifies the Company Borrower and the Lenders that it has entered into a licensing agreement (the “Licensing Agreement”) with Markitthe Reference Pricing Agent, pursuant to which Markit the Reference Pricing Agent will provide to the Administrative Agent for each Business Day a composite end of day credit default swap spread for the one (1) year point on the Borrower’s trading convention credit default swap spread of curve that is the Company most liquid and/or widely followed credit default swap curve for the Borrower’s senior unsecured obligations (the “CDS Data”) that the Administrative Agent will use to determine the Credit Default Swap LIBOR Market Rate Spread. The Administrative Agent hereby further notifies the Company Borrower and the Lenders that, pursuant to the Licensing Agreement, (i) the CDS Data will be provided by Markit the Reference Pricing Agent on an “as is” basis, without express or implied warranty as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit the Reference Pricing Agent has no liability to the Administrative Agent for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided by Markitthe Reference Pricing Agent, constitutes confidential information Information (and each Lender agrees to treat such information in confidence to the same extent and in the same manner as such Lender term is required to hold Confidential Information pursuant to defined in Section 8.08 hereof), 11.08) and (iv) the CDS Data, as provided by Markitthe Reference Pricing Agent, may be used by the Administrative Agent, the Company Borrower and the Lenders solely for the purposes of this Agreement and (v) Markit and the Agent, except in each case in the event of its gross negligence, fraud or willful misconduct, shall have no liability whatsoever to either the Company or any Lender or any client of a Lender, whether in contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the Company, such Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions, or any course of action determined, by such Lender or any client of such Lender based on the CDS DataAgreement. Each of the Company Borrower and the Lenders (other than BNPPBank of America, in its capacity as the Administrative Agent, which is a party thereto) agrees that it shall not be a third party beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder. (b) The CDS Data shall be made available to the Company Borrower pursuant to procedures agreed upon by the Company Borrower and the Administrative Agent. The Company Borrower agrees that it will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company Borrower in respect of non-public information as to the business of the CompanyBorrower) to keep confidential the CDS Data and the related materials provided by Markit the Reference Pricing Agent pursuant to the Licensing Agreement to the extent that the same is not and does not become publicly available. , provided, however, that nothing in this subsection shall affect the disclosure of any such information (ci) It by the Administrative Agent to the Borrower or any Lender, (ii) to the extent required by law (including statute, rule, regulation or judicial process), (iii) to counsel for the Administrative Agent, any Lender or the Borrower, (iv) to the independent public accountants of the Borrower, the Administrative Agent or any Lender, (v) to bank examiners and auditors and appropriate government examining authorities, (vi) in connection with any litigation to which the Administrative Agent, the Borrower or any Lender is understood a party, (vii) to actual or prospective assignees and agreed that in participants, or (viii) to any Affiliates of the event Administrative Agent, the Lenders and the Borrower and to the respective partners, directors, officers, employees, agents, advisors and representatives of a breach the Administrative Agent, the Lenders and the Borrower and their respective Affiliates; provided that, prior to any such disclosure pursuant to clause (i) or clause (viii) of confidentialitythis subsection, damages may not the Person receiving the CDS Data and any related materials shall be an adequate remedy and that advised of the terms of this subsection. The Licensing Agreement provides that Markit the Reference Pricing Agent shall be entitled to injunctive relief to restrain any such breach, threatened or actual, of the confidentiality provisions of this subsection and that damages may not be an adequate remedy in the event of any such breach. (dc) The Company Borrower acknowledges that each of the Administrative Agent and the Lenders from time to time may conduct business with and may be a shareholder of Markit the Reference Pricing Agent and that each of the Administrative Agent and the Lenders may have from time to time the right to appoint one or more directors to the board of directors of Markitthe Reference Pricing Agent.

License Agreement and CDS Data. (a) The Administrative Agent hereby notifies the Company and the Lenders that it has entered into a licensing agreement (the “Licensing Agreement”) with Markit, pursuant to which Markit will provide to the Administrative Agent for each Business Day a composite end of day credit default swap spread for the one five (15) year credit default swap spread of the Company (the “CDS Data”) that the Administrative Agent will use to determine the Credit Default Swap Market Rate Spread. The Administrative Agent hereby further notifies the Company and the Lenders that, pursuant to the Licensing Agreement, (i) the CDS Data will be provided by Markit on an “as is” basis, without express or implied warranty as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit has no liability to the Administrative Agent for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided by Markit, constitutes confidential information (and each Lender agrees to treat such information in confidence to the same extent and in the same manner as such Lender Bank is required to hold Confidential Information confidential information pursuant to Section 8.08 9.08 hereof), (iv) the CDS Data, as provided by Markit, may be used by the Administrative Agent, the Company and the Lenders solely for the purposes of this Agreement and (v) Markit and the Administrative Agent, except in each case in the event of its gross negligence, fraud or willful misconduct, shall have no liability whatsoever to either the Company or any Lender or any client of a Lender, whether in contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the Company, such Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions, or any course of action determined, by such Lender or any client of such Lender based on the CDS Data. Each of the Company and the Lenders (other than BNPPJPMorgan Chase Bank, N.A., in its capacity as the Administrative Agent, which is a party thereto) agrees that it shall not be a third party beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder. (b) The CDS Data shall be made available to the Company pursuant to procedures agreed upon by the Company and the Administrative Agent, including procedures that permit uninterrupted, online access. The Company agrees that it will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company in respect of non-public information as to the business of the Company) to keep confidential the CDS Data and the related materials provided by Markit pursuant to the Licensing Agreement to the extent that the same is not and does not become publicly available. (c) It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that the Licensing Agreement provides that Markit shall be entitled to injunctive relief to restrain any such breach, threatened or actual. (d) The Company acknowledges that each of the Administrative Agent and the Lenders from time to time may conduct business with and may be a shareholder of Markit and that each of the Administrative Agent and the Lenders may have from time to time the right to appoint one or more directors to the board of directors of Markit. (e) Notwithstanding the foregoing, the Administrative Agent hereby represents and warrants to the Company that the Administrative Agent has the express authority under the Licensing Agreement to provide the CDS Data and the related materials provided from time to time by Markit to the Company.

License Agreement and CDS Data. (a) The Administrative Agent hereby notifies the Company Borrower and the Lenders that it has entered into a licensing agreement Syndicated Loan Pricing Benchmark Licensing Agreement (the “Licensing Agreement”) with Markitthe Reference Pricing Agent, pursuant to which Markit the Reference Pricing Agent will provide to the Administrative Agent for each Business Day a composite end of day credit default swap spread for the one (1) year point on the Borrower’s trading convention credit default swap spread of curve that is the Company most liquid and/or widely followed credit default swap curve for the Borrower’s senior unsecured obligations (the “CDS Data”) that the Administrative Agent will use to determine the Credit Default Swap SpreadApplicable Rate . The Administrative Agent hereby further notifies the Company Borrower and the Lenders that, pursuant to the Licensing Agreement, (i) the CDS Data will be provided by Markit the Reference Pricing Agent on an “as is” basis, without express or implied warranty as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit the Reference Pricing Agent has no liability to the Administrative Agent for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided by Markitthe Reference Pricing Agent, constitutes confidential information Information (and each Lender agrees to treat such information in confidence to the same extent and in the same manner as such Lender term is required to hold Confidential Information pursuant to defined in Section 8.08 hereof), 10.07) and (iv) the CDS Data, as provided by Markitthe Reference Pricing Agent, may be used by the Administrative Agent, the Company Borrower and the Lenders solely for the purposes of this Agreement and (v) Markit and the Agent, except in each case in the event of its gross negligence, fraud or willful misconduct, shall have no liability whatsoever to either the Company or any Lender or any client of a Lender, whether in contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the Company, such Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions, or any course of action determined, by such Lender or any client of such Lender based on the CDS DataAgreement. Each of the Company Borrower and the Lenders (other than BNPPBank of America, in its capacity as the Administrative Agent, which is a party thereto) agrees that it shall not be a third party beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder. (b) The CDS Data shall be made available to the Company Borrower pursuant to procedures agreed upon by the Company Borrower and the Administrative Agent. The Company Borrower agrees that it will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company Borrower in respect of non-public information as to the business of the CompanyBorrower) to keep confidential the CDS Data and the related materials provided by Markit the Reference Pricing Agent pursuant to the Licensing Agreement to the extent that the same is not and does not become publicly available. ; provided, however, that nothing in this subsection shall affect the disclosure of any such information (ci) It by the Administrative Agent to the Borrower or any Lender, (ii) to the extent required by law (including statute, rule, regulation or judicial process), (iii) to counsel for the Administrative Agent, any Lender or the Borrower, (iv) to the independent public accountants of the Borrower, the Administrative Agent or any Lender, (v) to bank examiners and auditors and appropriate government examining authorities, (vi) in connection with any litigation to which the Administrative Agent, the Borrower or any Lender is understood a party, (vii) to actual or prospective assignees and agreed that in participants, or (viii) to any Affiliates of the event Administrative Agent, the Lenders and the Borrower and to the respective partners, directors, officers, employees, agents, advisors and representatives of a breach the Administrative Agent, the Lenders and the Borrower and their respective Affiliates; provided that, prior to any such disclosure pursuant to clause (i) or clause (viii) of confidentialitythis subsection (b), damages may not the Person receiving the CDS Data and any related materials shall be an adequate remedy and that advised of the terms of this subsection. The Licensing Agreement provides that Markit the Reference Pricing Agent shall be entitled to injunctive relief to restrain any such breach, threatened or actual, of the confidentiality provisions of this subsection and that damages may not be an adequate remedy in the event of any such breach. (dc) The Company Borrower acknowledges that each of the Administrative Agent and the Lenders from time to time may conduct business with and may be a shareholder of Markit the Reference Pricing Agent and that each of the Administrative Agent and the Lenders may have from time to time the right to appoint one or more directors to the board of directors of Markitthe Reference Pricing Agent.

License Agreement and CDS Data. (a) The Agent hereby notifies the Company Borrower and the Lenders that it has entered into a licensing agreement (the “Licensing Agreement”) with Markit, pursuant to which Markit will provide to the Agent for each Business Day a composite end of day credit default swap spread for the one four (14) year credit default swap spread of the Company Borrower (the “CDS Data”) that the Agent will use to determine the Credit Default Swap Spread. The Agent hereby further notifies the Company Borrower and the Lenders that, pursuant to the Licensing Agreement, (i) the CDS Data will be provided by Markit on an “as is” basis, without express or implied warranty as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit has no liability to the Agent for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided by Markit, constitutes confidential information (and each Lender agrees to treat such information in confidence to the same extent and in the same manner as such Lender Bank is required to hold Confidential Information pursuant to Section 8.08 11.12 hereof), (iv) the CDS Data, as provided by Markit, may be used by the Agent, the Company Borrower and the Lenders solely for the purposes of this Agreement and (v) Markit and the Agent, except in each case in the event of its gross negligence, fraud or willful misconduct, shall have no liability whatsoever to either the Company Borrower or any Lender or any client of a Lender, whether in contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the CompanyBorrower , such Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions, or any course of action determined, by such Lender or any client of such Lender based on the CDS Data. Each of the Company Borrower and the Lenders (other than BNPPCitibank, N.A., in its capacity as the Agent, which is a party thereto) agrees that it shall not be a third party beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder. (b) The CDS Data shall be made available to the Company Borrower pursuant to procedures agreed upon by the Company Borrower and the Agent. The Company Borrower agrees that it will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company Borrower in respect of non-public information as to the business of the CompanyBorrower) to keep confidential the CDS Data and the related materials provided by Markit pursuant to the Licensing Agreement to the extent that the same is not and does not become publicly available. (c) It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that the Licensing Agreement provides that Markit shall be entitled to injunctive relief to restrain any such breach, threatened or actual. (d) The Company Borrower acknowledges that each of the Agent and the Lenders from time to time may conduct business with and may be a shareholder of Markit and that each of the Agent and the Lenders may have from time to time the right to appoint one or more directors to the board of directors of Markit. (e) Notwithstanding the foregoing, the Agent hereby represents and warrants to the Borrower that the Agent has the express authority under the Licensing Agreement to provide the CDS Data and the related materials provided from time to time by Markit to the Borrower.

License Agreement and CDS Data. (a) The Administrative Agent hereby notifies the Company API and the Lenders Banks that it has entered into a licensing agreement (the “Licensing Agreement”) with Markit, pursuant to which Markit will provide to the Administrative Agent for each Business Day a composite end of day credit default swap spread for the one three (13) year credit default swap spread of the Company API (the “CDS Data”) that the Administrative Agent will use to determine the Credit Default Swap Spread. The Administrative Agent hereby further notifies the Company API and the Lenders Banks that, pursuant to the Licensing Agreement, (i) the CDS Data will be provided by Markit on an “as is” basis, without express or implied warranty as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit has no liability to the Administrative Agent for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided by Markit, constitutes confidential information (and each Lender Bank agrees to treat such information in confidence to the same extent and in the same manner as such Lender Bank is required to hold Confidential Information pursuant to Section 8.08 11.12 hereof), (iv) the CDS Data, as provided by Markit, may be used by the Administrative Agent, the Company API and the Lenders Banks solely for the purposes of this Agreement and (v) Markit and the Administrative Agent, except in each case in the event of its gross negligence, fraud or willful misconduct, shall have no liability whatsoever to either the Company API or any Lender Bank or any client of a LenderBank, whether in contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the CompanyAPI, such Lender Bank or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions, or any course of action determined, by such Lender Bank or any client of such Lender Bank based on the CDS Data. Each of the Company API and the Lenders Banks (other than BNPPCitibank, N.A., in its capacity as the Administrative Agent, which is a party thereto) agrees that it shall not be a third party beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder. (b) The CDS Data shall be made available to the Company API pursuant to procedures agreed upon by the Company API and the Administrative Agent. The Company API agrees that it will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company API in respect of non-public information as to the business of the CompanyAPI) to keep confidential the CDS Data and the related materials provided by Markit pursuant to the Licensing Agreement to the extent that the same is not and does not become publicly available. (c) It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that the Licensing Agreement provides that Markit shall be entitled to injunctive relief to restrain any such breach, threatened or actual. (d) The Company acknowledges that each of the Agent and the Lenders from time to time may conduct business with and may be a shareholder of Markit and that each of the Agent and the Lenders may have from time to time the right to appoint one or more directors to the board of directors of Markit.

License Agreement and CDS Data. (a) The Administrative Agent hereby notifies the Company Borrower and the Lenders that it has entered into a licensing agreement (the “Licensing Agreement”) with Markit, pursuant to which Markit will provide to the Administrative Agent for each Business Day a composite end of day credit default swap spread for the one (1) year applicable credit default swap spread of the Company Borrower (the “CDS Data”) that the Administrative Agent will use to determine the Credit Default Swap Spread. The Administrative Agent hereby further notifies the Company Borrower and the Lenders that, pursuant to the Licensing Agreement, (i) the CDS Data will be provided by Markit on an “as is” basis, without express or implied warranty as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit has no liability to the Administrative Agent for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided by Markit, constitutes confidential information (and each Lender agrees to treat such information in confidence to the same extent and in the same manner as such Lender Bank is required to hold Confidential Information confidential information pursuant to Section 8.08 8.13 hereof), (iv) the CDS Data, as provided by Markit, may be used by the Administrative Agent, the Company Borrower and the Lenders solely for the purposes of this Agreement and (v) Markit and the Administrative Agent, except in each case in the event of its gross negligence, fraud or willful misconduct, shall have no liability whatsoever to either the Company Borrower or any Lender or any client of a Lender, whether in contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the CompanyBorrower, such Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions, or any course of action determined, by such Lender or any client of such Lender based on the CDS Data. Each of the Company Borrower and the Lenders (other than BNPPCitibank, N.A., in its capacity as the Administrative Agent, which is a party thereto) agrees that it shall not be a third party beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder. (b) The CDS Data shall be made available to the Company Borrower pursuant to procedures agreed upon by the Company Borrower and the Administrative Agent. The Company Borrower agrees that it will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company Borrower in respect of non-public information as to the business of the CompanyBorrower) to keep confidential the CDS Data and the related materials provided by Markit pursuant to the Licensing Agreement to the extent that the same is not and does not become publicly available. (c) It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that the Licensing Agreement provides that Markit shall be entitled to injunctive relief to restrain any such breach, threatened or actual. (d) The Company Borrower acknowledges that each of the Administrative Agent and the Lenders from time to time may conduct business with and may be a shareholder of Markit and that each of the Administrative Agent and the Lenders may have from time to time the right to appoint one or more directors to the board of directors of Markit. (e) Notwithstanding the foregoing, the Administrative Agent hereby represents and warrants to the Borrower that the Administrative Agent has the express authority under the Licensing Agreement to provide the CDS Data and the related materials provided from time to time by Markit to the Borrower.

License Agreement and CDS Data. (a) The Administrative Agent hereby notifies the Company and the Lenders that it has entered into a licensing agreement Syndicated Loan Pricing Benchmark Licensing Agreement (the “Licensing Agreement”) with Markitthe Reference Pricing Agent, pursuant to which Markit the Reference Pricing Agent will provide to the Administrative Agent for each Business Day an interpolated composite CDS spread calculated to the Maturity Date (but in any event for a composite end period of day not less than one year), utilizing the CDS spreads from the Company’s trading convention CDS curve (i.e. the most liquid and/or widely followed credit default swap spread curve for the one (1Company’s senior unsecured obligations) year credit default swap spread of the Company (the “CDS Data”) that the Administrative Agent will use to determine the Credit Default Swap Spread. The Administrative Agent hereby further notifies the Company and the Lenders that, pursuant to the Licensing Agreement, (i) the CDS Data will be provided by Markit the Reference Pricing Agent on an “as is” basis, without express or implied warranty as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit the Reference Pricing Agent has no liability to the Administrative Agent for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided by Markitthe Reference Pricing Agent, constitutes confidential information Information (and each Lender agrees to treat such information in confidence to the same extent and in the same manner as such Lender term is required to hold Confidential Information pursuant to defined in Section 8.08 hereof9.17), (iv) the CDS Data, as provided by Markitthe Reference Pricing Agent, may be used by the Administrative Agent, the Company and the Lenders solely for the purposes of this Agreement and (viv) Markit the Reference Pricing Agent and the Administrative Agent, except in each case in the event of its gross negligence, fraud or willful misconduct, shall have no liability whatsoever to either the Company or any Lender or any client of a Lender, whether in contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the Company, such Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions, or any course of action determined, by such Lender or any client of such Lender based on the CDS Data. Each of the Company and the Lenders (other than BNPPBank of America, in its capacity as the Administrative Agent, which is a party thereto) agrees that it shall not be a third party beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder. (b) The CDS Data shall be made available to the Company pursuant to procedures agreed upon by the Company and the Administrative Agent. The Company agrees that it will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company in respect of non-public information as to the business of the Company) to keep confidential the CDS Data and the related materials provided by Markit pursuant to the Licensing Agreement to the extent that the same is not and does not become publicly available. (c) It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that the Licensing Agreement provides that Markit shall be entitled to injunctive relief to restrain any such breach, threatened or actual. (d) The Company acknowledges that each of the Administrative Agent and the Lenders from time to time may conduct business with and may be a shareholder of Markit the Reference Pricing Agent and that each of the Administrative Agent and the Lenders may have from time to time the right to appoint one or more directors to the board of directors of Markitthe Reference Pricing Agent. (d) Notwithstanding the foregoing, the Administrative Agent hereby represents and warrants to the Company that the Administrative Agent has the express authority under the Licensing Agreement to provide the CDS Data and the related materials provided from time to time by the Reference Pricing Agent to the Company.

License Agreement and CDS Data. (a) The Administrative Agent hereby notifies the Company Borrower and the Lenders that it has entered into a licensing agreement (the “Licensing Agreement”) with Markit, pursuant to which Markit will provide to the Administrative Agent for each Business Day a composite end of day credit default swap spread for the one (1) year applicable credit default swap spread of the Company Borrower (the “CDS Data”) that the Administrative Agent will use to determine the Credit Default Swap Spread. The Administrative Agent hereby further notifies the Company Borrower and the Lenders that, pursuant to the Licensing Agreement, (i) the CDS Data will be provided by Markit on an “as is” basis, without express or implied warranty as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit has no liability to the Administrative Agent for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided by Markit, constitutes confidential information (and each Lender agrees to treat such information in confidence to the same extent and in the same manner as such Lender Bank is required to hold Confidential Information pursuant to Section 8.08 8.13 hereof), (iv) the CDS Data, as provided by NYDOCS01/1619389.2 Markit, may be used by the Administrative Agent, the Company Borrower and the Lenders solely for the purposes of this Agreement and (v) Markit and the Administrative Agent, except in each case in the event of its gross negligence, fraud or willful misconduct, shall have no liability whatsoever to either the Company Borrower or any Lender or any client of a Lender, whether in contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the CompanyBorrower, such Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions, or any course of action determined, by such Lender or any client of such Lender based on the CDS Data. Each of the Company Borrower and the Lenders (other than BNPPCitibank, N.A., in its capacity as the Administrative Agent, which is a party thereto) agrees that it shall not be a third party beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder. (b) The CDS Data shall be made available to the Company Borrower pursuant to procedures agreed upon by the Company Borrower and the Administrative Agent. The Company Borrower agrees that it will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company Borrower in respect of non-public information as to the business of the CompanyBorrower) to keep confidential the CDS Data and the related materials provided by Markit pursuant to the Licensing Agreement to the extent that the same is not and does not become publicly available. (c) It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that the Licensing Agreement provides that Markit shall be entitled to injunctive relief to restrain any such breach, threatened or actual. (d) The Company Borrower acknowledges that each of the Administrative Agent and the Lenders from time to time may conduct business with and may be a shareholder of Markit and that each of the Administrative Agent and the Lenders may have from time to time the right to appoint one or more directors to the board of directors of Markit. (e) Notwithstanding the foregoing, the Administrative Agent hereby represents and warrants to the Borrower that the Administrative Agent has the express authority under the Licensing Agreement to provide the CDS Data and the related materials provided from time to time by Markit to the Borrower.

License Agreement and CDS Data. (a) The Agent hereby notifies the Company Borrower and the Lenders Banks that it has entered into a licensing agreement Syndicated Loan Pricing Benchmark Licensing Agreement (the “"Licensing Agreement”") with Markitthe Reference Pricing Agent, pursuant to which Markit the Reference Pricing Agent will provide to the Agent for each Business Day a composite end of day credit default swap spread for the one (1) senior unsecured long-term debt with a five-year credit default swap spread maturity of the Company Borrower (the “"CDS Data”") that the Agent will use to determine the Credit Default Swap SpreadApplicable Margin. The Agent hereby further notifies the Company Borrower and the Lenders Banks that, pursuant to the Licensing Agreement, (i) the CDS Data will be provided by Markit the Reference Pricing Agent on an “"as is” " basis, without express or implied warranty as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit the Reference Pricing Agent has no liability to the Agent for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided by Markitthe Reference Pricing Agent, constitutes confidential information (and each Lender agrees to treat such information in confidence subject to the same extent terms and in the same manner as such Lender is required to hold Confidential Information pursuant to conditions of Section 8.08 hereof)8.14, (iv) the CDS Data, as provided by Markitthe Reference Pricing Agent, may be used by the Agent, the Company Borrower and the Lenders Banks solely for the purposes of this Agreement and (viv) Markit the Reference Pricing Agent and the Agent, except in each case in the event of its gross negligence, fraud or willful misconduct, Agent shall have no liability whatsoever to either the Company Borrower or any Lender Bank or any client of a LenderBank, whether in contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the CompanyBorrower, such Lender Bank or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions, or any course of action determined, by such Lender Bank or any client of such Lender Bank based on the CDS Data. Each of the Company Borrower and the Lenders Banks (other than BNPPCiti, in its capacity as the Agent, which is a party thereto) agrees that it shall not be a third party beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder. (b) The CDS Data shall be made available to the Company Borrower pursuant to procedures agreed upon by the Company Borrower and the Agent. The Company Borrower agrees that it will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company Borrower in respect of non-public information as to the business of the CompanyBorrower) to keep confidential the CDS Data and the related materials provided by Markit the Reference Pricing Agent pursuant to the Licensing Agreement to the extent that the same is not and does not become publicly available. ; provided, however, that nothing in this subsection (cb) It shall affect the disclosure of any such information (i) by the Agent to the Borrower or any Bank, (ii) to the extent required by law (including statute, rule, regulation or judicial process), (iii) to counsel for the Agent, any Bank or the Borrower, (iv) to the independent public accountants of the Borrower, the Agent or any Bank, (v) to bank examiners and auditors and appropriate government examining authorities, (vi) in connection with any litigation to which the Agent, the Borrower or any Bank is understood a party, (vii) to actual or prospective assignees and agreed that in participants, or (viii) to any Affiliates of the event Agent, the Banks and the Borrower and to the respective partners, directors, officers, employees, agents, advisors and representatives of a breach the Agent, the Banks and the Borrower and their respective Affiliates; provided that, prior to any such disclosure pursuant to clause (i) or clause (viii) of confidentialitythis subsection (b), damages may not the Person receiving the CDS Data and any related materials shall be an adequate remedy and that advised of the terms of this subsection (b). The Licensing Agreement provides that Markit the Reference Pricing Agent shall be entitled to injunctive relief to restrain any such breach, threatened or actual, of the confidentiality provisions of this subsection (b) and that damages may not be an adequate remedy in the event of any such breach. (dc) The Company Borrower acknowledges that each of the Agent and the Lenders Banks from time to time may conduct business with and may be a shareholder of Markit the Reference Pricing Agent and that each of the Agent and the Lenders Banks may have from time to time the right to appoint one or more directors to the board of directors of Markitthe Reference Pricing Agent.

License Agreement and CDS Data. (a) The Administrative Agent hereby notifies the Company Borrower and the Lenders that it has entered into a licensing agreement (the “Licensing Agreement”) with Markit, pursuant to which Markit will provide to the Administrative Agent for each Business Day a composite end of day credit default swap spread for the one (1) year applicable credit default swap spread of the Company Borrower (the “CDS Data”) that the Administrative Agent will use to determine the Credit Default Swap Spread. The Administrative Agent hereby further notifies the Company Borrower and the Lenders that, pursuant to the Licensing Agreement, (i) the CDS Data will be provided by Markit on an “as is” basis, without express or implied warranty as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit has no liability to the Administrative Agent for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided by Markit, constitutes confidential information (and each Lender agrees to treat such information in confidence to the same extent and in the same manner as such Lender Bank is required to hold Confidential Information pursuant to Section 8.08 hereof8.13hereof), (iv) the CDS Data, as provided by Markit, may be used by the Administrative Agent, the Company Borrower and the Lenders solely for the purposes of this Agreement and (v) Markit and the Administrative Agent, except in each case in the event of its gross negligence, fraud or willful misconduct, shall have no liability whatsoever to either the Company Borrower or any Lender or any client of a Lender, whether in contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the CompanyBorrower, such Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions, or any course of action determined, by such Lender or any client of such Lender based on the CDS Data. Each of the Company Borrower and the Lenders (other than BNPPCitibank, N.A., in its capacity as the Administrative Agent, which is a party thereto) agrees that it shall not be a third party beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder. (b) The CDS Data shall be made available to the Company Borrower pursuant to procedures agreed upon by the Company Borrower and the Administrative Agent. The Company Borrower agrees that it will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company Borrower in respect of non-public information as to the business of the CompanyBorrower) to keep confidential the CDS Data and the related materials provided by Markit pursuant to the Licensing Agreement to the extent that the same is not and does not become publicly available. (c) It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that the Licensing Agreement provides that Markit shall be entitled to injunctive relief to restrain any such breach, threatened or actual. (d) The Company Borrower acknowledges that each of the Administrative Agent and the Lenders from time to time may conduct business with and may be a shareholder of Markit and that each of the Administrative Agent and the Lenders may have from time to time the right to appoint one or more directors to the board of directors of Markit. (e) Notwithstanding the foregoing, the Administrative Agent hereby represents and warrants to the Borrower that the Administrative Agent has the express authority under the Licensing Agreement to provide the CDS Data and the related materials provided from time to time by Markit to the Borrower. ARTICLE III CONDITIONS OF LENDING

License Agreement and CDS Data. (a) The Administrative Agent hereby notifies the Company Borrower and the Lenders that it has entered into a licensing agreement (the “Licensing Agreement”) with Markit, pursuant to which Markit will provide to the Administrative Agent for each Business Day a composite end of day credit default swap spread for the one (1) year applicable credit default swap spread of the Company Borrower (the “CDS Data”) that the Administrative Agent will use to determine the Credit Default Swap Spread. The Administrative Agent hereby further notifies the Company Borrower and the Lenders that, pursuant to the Licensing Agreement, (i) the CDS Data will be provided by Markit on an “as is” basis, without express or implied warranty as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit has no liability to the Administrative Agent for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided by Markit, constitutes confidential information (and each Lender agrees to treat such information in confidence to the same extent and in the same manner as such Lender Bank is required to hold Confidential Information pursuant to Section 8.08 8.13 hereof), (iv) the CDS Data, as provided by Markit, may be used by the Administrative Agent, the Company Borrower and the Lenders solely for the purposes of this Agreement and (v) Markit and the Administrative Agent, except in each case in the event of its gross negligence, fraud or willful misconduct, shall have no liability whatsoever to either the Company Borrower or any Lender or any client of a Lender, whether in contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the CompanyBorrower, such Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions, or any course of action determined, by such Lender or any client of such Lender based on the CDS Data. Each of the Company Borrower and the Lenders (other than BNPPCitibank, N.A., in its capacity as the Administrative Agent, which is a party thereto) agrees that it shall not be a third party beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder. (b) The CDS Data shall be made available to the Company Borrower pursuant to procedures agreed upon by the Company Borrower and the Administrative Agent. The Company Borrower agrees that it will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company Borrower in respect of non-public information as to the business of the CompanyBorrower) to keep confidential the CDS Data and the related materials provided by Markit pursuant to the Licensing Agreement to the extent that the same is not and does not become publicly available. (c) It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that the Licensing Agreement provides that Markit shall be entitled to injunctive relief to restrain any such breach, threatened or actual. (d) The Company Borrower acknowledges that each of the Administrative Agent and the Lenders from time to time may conduct business with and may be a shareholder of Markit and that each of the Administrative Agent and the Lenders may have from time to time the right to appoint one or more directors to the board of directors of Markit. (e) Notwithstanding the foregoing, the Administrative Agent hereby represents and warrants to the Borrower that the Administrative Agent has the express authority under the Licensing Agreement to provide the CDS Data and the related materials provided from time to time by Markit to the Borrower.

License Agreement and CDS Data. (a) The Administrative Agent hereby notifies the Company Borrower and the Lenders that it has entered into a licensing agreement Syndicated Loan Pricing Benchmark Licensing Agreement (the “Licensing Agreement”) with Markitthe Reference Pricing Agent, pursuant to which Markit the Reference Pricing Agent will provide to the Administrative Agent for each Business Day a composite end of day credit default swap spread for the one three (13) year credit default swap spread of the Company Borrower’s senior unsecured obligations (the “CDS Data”) that the Administrative Agent will use to determine the Credit Default Swap SpreadApplicable Margin. The Administrative Agent hereby further notifies the Company Borrower and the Lenders that, pursuant to the Licensing Agreement, (i) the CDS Data will be provided by Markit the Reference Pricing Agent on an “as is” basis, without express or implied warranty as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit the Reference Pricing Agent has no liability to the Administrative Agent for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided by Markitthe Reference Pricing Agent, constitutes confidential information Proprietary Information (and each Lender agrees to treat such information in confidence to the same extent and in the same manner as such Lender term is required to hold Confidential Information pursuant to defined in Section 8.08 hereof8.07), (iv) the CDS Data, as provided by Markitthe Reference Pricing Agent, may be used by the Administrative Agent, the Company Borrower and the Lenders solely for the purposes of this Agreement and (viv) Markit the Reference Pricing Agent and the Agent, except in each case in the event of its gross negligence, fraud or willful misconduct, Administrative Agent shall have no liability whatsoever to either the Company Borrower or any Lender or any client of a Lender, whether in contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the CompanyBorrower, such Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions, or any course of action determined, by such Lender or any client of such Lender based on the CDS Data. Each of the Company Borrower and the Lenders (other than BNPPBank of America, in its capacity as the Administrative Agent, which is a party thereto) agrees that it shall not be a third party beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder. (b) The CDS Data shall be made available to the Company Borrower pursuant to procedures agreed upon by the Company Borrower and the Administrative Agent. The Company Borrower agrees that it will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company Borrower in respect of non-public information as to the business of the CompanyBorrower) to keep confidential the CDS Data and the related materials provided by Markit the Reference Pricing Agent pursuant to the Licensing Agreement to the extent that the same is not and does not become publicly available. ; provided, however, that nothing in this subsection shall affect the disclosure of any such information (ci) It by the Administrative Agent to the Borrower or any Lender, (ii) to the extent required by law (including statute, rule, regulation or judicial process), (iii) to counsel for the Administrative Agent, any Lender or the Borrower, (iv) to the independent public accountants of the Borrower, the Administrative Agent or any Lender, (v) to bank examiners and auditors and appropriate government examining authorities, (vi) in connection with any litigation to which the Administrative Agent, the Borrower or any Lender is understood a party, (vii) to actual or prospective assignees and agreed that in participants, or (viii) to any Affiliates of the event Administrative Agent, the Lenders and the Borrower and to the respective partners, directors, officers, employees, agents, advisors and representatives of a breach the Administrative Agent, the Lenders and the Borrower and their respective Affiliates; provided that, prior to any such disclosure pursuant to clause (i) or clause (viii) of confidentialitythis subsection (b), damages may not the Person receiving the CDS Data and any related materials shall be an adequate remedy and that advised of the terms of this subsection. The Licensing Agreement provides that Markit the Reference Pricing Agent shall be entitled to injunctive relief to restrain any such breach, threatened or actual, of the confidentiality provisions of this subsection and that damages may not be an adequate remedy in the event of any such breach. (dc) The Company Borrower acknowledges that each of the Administrative Agent and the Lenders from time to time may conduct business with and may be a shareholder of Markit the Reference Pricing Agent and that each of the Administrative Agent and the Lenders may have from time to time the right to appoint one or more directors to the board of directors of Markitthe Reference Pricing Agent.

License Agreement and CDS Data. (a) The Administrative Agent hereby notifies the Company Borrowers and the Lenders that it has entered into a licensing agreement Syndicated Loan Pricing Benchmark Licensing Agreement (the “Licensing Agreement”) with Markitthe Reference Pricing Agent, pursuant to which Markit the Reference Pricing Agent will provide to the Administrative Agent for each Business Day a composite end of day credit default swap spread for the one (1) year credit default swap spread of the Company Company’s senior unsecured obligations (the “CDS Data”) that the Administrative Agent will use to determine the Credit Default Swap Spreadapplicable rate. The Administrative Agent hereby further notifies the Company Borrowers and the Lenders that, pursuant to the Licensing Agreement, (i) the CDS Data will be provided by Markit the Reference Pricing Agent on an “as is” basis, without express or implied warranty as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit the Reference Pricing Agent has no liability to the Administrative Agent for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct, (iii) the CDS Data, as provided by Markitthe Reference Pricing Agent, constitutes confidential information Information (and each Lender agrees to treat such information in confidence to the same extent and in the same manner as such Lender term is required to hold Confidential Information pursuant to defined in Section 8.08 hereof11.10), (iv) the CDS Data, as provided by Markitthe Reference Pricing Agent, may be used by the Administrative Agent, the Company Borrowers and the Lenders solely for the purposes of this Agreement and (v) Markit the Reference Pricing Agent and the Agent, except in each case in the event of its gross negligence, fraud or willful misconduct, Administrative Agent shall have no liability whatsoever to either the Company any Borrower or any Lender or any client of a Lender, whether in contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the Companysuch Borrower, such Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions, or any course of action determined, by such Lender or any client of such Lender based on the CDS Data. Each of the Company Borrowers and the Lenders (other than BNPPBank of America, in its capacity as the Administrative Agent, which is a party thereto) agrees that it shall not be a third party beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder. (b) The CDS Data shall be made available to the Company Borrowers pursuant to procedures agreed upon by the Company and the Administrative Agent. The Company agrees Borrowers agree that it they will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company Borrowers in respect of non-public information as to the business of the CompanyBorrowers) to keep confidential the CDS Data and the related materials provided by Markit the Reference Pricing Agent pursuant to the Licensing Agreement to the extent that the same is not and does not become publicly available. ; provided, however, that nothing in this subsection shall affect the disclosure of any such information (ci) It by the Administrative Agent to any Borrower or any Lender, (ii) to the extent required by law (including statute, rule, regulation or judicial process), (iii) to counsel for the Administrative Agent, any Lender or any Borrower, (iv) to the independent public accountants of any Borrower, the Administrative Agent or any Lender, (v) to bank examiners and auditors and appropriate government examining authorities, (vi) in connection with any litigation to which the Administrative Agent, any Borrower or any Lender is understood a party, (vii) to actual or prospective assignees and agreed that in participants, or (viii) to any Affiliates of the event Administrative Agent, the Lenders and the Borrowers and to the respective partners, directors, officers, employees, agents, advisors and representatives of a breach the Administrative Agent, the Lenders and the Borrowers and their respective Affiliates; provided that, prior to any such disclosure pursuant to clause (i) or clause (viii) of confidentialitythis subsection (b), damages may not the Person receiving the CDS Data and any related materials shall be an adequate remedy and that advised of the terms of this subsection. The Licensing Agreement provides that Markit the Reference Pricing Agent shall be entitled to injunctive relief to restrain any such breach, threatened or actual, of the confidentiality provisions of this subsection and that damages may not be an adequate remedy in the event of any such breach. (dc) The Company acknowledges Borrowers acknowledge that each of the Administrative Agent and the Lenders from time to time may conduct business with and may be a shareholder of Markit the Reference Pricing Agent and that each of the Administrative Agent and the Lenders may have from time to time the right to appoint one or more directors to the board of directors of Markitthe Reference Pricing Agent.