Common use of Applicable Margin Clause in Contracts

Applicable Margin. On the Third Amendment Effective Date and thereafter, the Applicable Margin with respect to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. The Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%

Applicable Margin. On As of any date of determination and with respect to the Third Amendment Effective Revolving Credit Loans, the applicable margin set forth in the following table that corresponds to the Leverage Ratio for the most recently completed period for which a report in substantially the form of Exhibit D signed on behalf of the each Borrower by a Responsible Officer of such Borrower was required to be delivered hereunder: I < 2.50:1.00 0.75 % 1.25 % 2.50 % 3.00 % II > 2.50:1.00 1.00 % 1.50 % 2.75 % 3.25 % The Applicable Margin shall, in each case, be determined and adjusted quarterly on the date five (5) Business Days after the date on which the quarterly financial information and reports are delivered to the Agent and the Lenders in accordance with the provisions of Sections 5.1(b) and (d) (each an “Interest Determination Date”), provided that until the first Interest Determination Date and thereafterfollowing the Closing Date, the Applicable Margin with respect to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. The Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in Tier II above. Such Applicable Margin shall be effective from such Interest Determination Date until the tables belownext such Interest Determination Date. Notwithstanding anything to the contrary set forth above, (a) if the Borrowers shall fail to provide the financial information and reports in accordance with the provisions of Sections 5.1(b) and (d), such Applicable Margin shall, on the date five (5) Business Days after the date by which the Borrowers were so required to provide such financial information and certifications to the Agent and the Lenders, be the percentage set forth in Tier II above until such time as such information and reports are provided, whereupon the Applicable Margin shall be determined as set forth above, and (b) if an Event of Default shall occur, such Applicable Margin shall, on the date the Event of Default occurs, be the percentage set forth in Tier II above until such time as such Event of Default is cured or waived, whereupon the Applicable Margin shall be determined as set forth above. In the event that any financial statement delivered pursuant to Section 5.1 is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would, have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, and only in such case, then the Borrowers shall, promptly upon receipt of written notice of such inaccuracy (i) deliver to the Agent a corrected financial statement for such Applicable Period, (ii) determine the Applicable Margin for such Applicable Period based upon the Borrower Leverage Ratio corrected financial statement, and (iii) promptly pay to the Senior Leverage Ratio set forth on Agent the accrued additional interest owing as a pro forma basis result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with Section 2.8(c); provided that non-payment as a result of such inaccuracy shall not in any Request for Advance and as reflected in the financial statements required event be deemed retroactively to be delivered for the fiscal quarter most recently ended an Event of Default pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below 8.1(a), and such amount payable shall be increased by 25 bps at calculated without giving effect to any time when additional interest payable on overdue amounts under Section 2.5(d) if paid promptly on demand. This is in addition to rights of the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) Agent and Lenders with respect to an increase Sections 2.5(d) and 8.2 and other of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%their respective rights under this Agreement.

Applicable Margin. On the Third Amendment Effective Date and thereafter, the Applicable Margin with respect to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. (i) The Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A5.1(a) with respect to any Revolving Credit Loans and Swingline Loans (the "Applicable Margin") shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an increase Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrower; provided, however, that (A) the initial Applicable MarginMargin for the Revolving Credit Loans and Swingline Loans shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until December 31, 2001, and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the second (2nd) Business Day after last day of the earliest most recently ended fiscal quarter of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, Borrower preceding the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may beapplicable Calculation Date, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail fails to deliver financial statements within forty-five (45) days after provide the end of any of Officer's Compliance Certificate as required by Section 8.2 for the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last most recently ended fiscal quarter of the Borrower’s fiscal year)Borrower preceding the applicable Calculation Date, as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin for Revolving Credit Loans and Swingline Loans from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is based upon a Borrower provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case as of the last quarter) after day of the end most recently ended fiscal quarter of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower preceding such Calculation Date. The Applicable Margin for Revolving Credit Loans and Swingline Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to the Administrative Agent all Extensions of such financial statements: Greater than 4.00 to 1.00 1.50Credit then existing or subsequently made or issued. PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE ------------- -------------------- ----- --------- I <2.00x 2.25% 2.501.25% Less II greater than or equal to 4.00 2.00x but <2.50x 2.50% 1.50% III greater than or equal to 1.00 1.252.50x but <3.00x 2.75% 2.251.75% IV greater than or equal to 3.00x 3.00% 2.00% (ii) Subject to the provisions of Section 4.6(g), the Applicable Margin for Term Loans shall be based on the table set forth below and shall be determined and adjusted on each Calculation Date until such time as any change in the Applicable Margin or pricing grid, as applicable for Term Loans pursuant to Section 4.6; provided, however that (A) the initial Applicable Margin for Term Loans shall be based on Pricing Level II until the Calculation Date of March 31, 2002 and (B) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin for Term Loans from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin for Term Loans shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Term Loans then existing or subsequently made or issued. Applicable LIBOR Applicable Base Rate Level Total Leverage Ratio Rate Margin (bps) Margin (bps) ----- -------------------- ----------------- -------------------- I < 2.50x 300.0 200.0 II greater than or equal to 2.50x 325.0 225.0

Applicable Margin. On the Third Amendment Effective Date and thereafter, any date the Applicable Margin with respect to the Term Loan D for LIBOR Rate Loans and Base Rate Loans shall be for Base Rate Advances, 1.50%, as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and for LIBOR Advances, 2.50%its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than or equal to 35% 2.50 % 1.25 % Pricing Level 2 Greater than 35% but less than or equal to 40% 2.75 % 1.50 % Pricing Level 3 Greater than 40% but less than or equal to 45% 3.00 % 1.75 % Pricing Level 4 Greater than 45% but less than or equal to 55% 3.25 % 2.00 % Pricing Level 5 Greater than 55% 3.50 % 2.25 % The initial Applicable Margin shall be at Pricing Level 4. The Applicable Margin with respect shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase Agent of the Applicable Margin, as of the second (2nd) Business Day Compliance Certificate after the earliest end of (1) with respect to Base Rate Advances, a calendar quarter. In the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date event that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 5 until such failure is cured within forty-five any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (451st) days after the end of any day of the first three fiscal quarters (1st) month following receipt of such Compliance Certificate. In the Borrower’s fiscal year event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal yearCommitments are in effect when such inaccuracy is discovered), as required by Sections 6.1 or 6.2 hereofand such inaccuracy, it shall be conclusively presumed that if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin is based upon a applied for such Applicable Period, then (i) the Borrower Leverage Ratio equal shall as soon as practicable deliver to the highest level set forth in Agent the table below corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end result of such fiscal quarterincreased Applicable Margin for such Applicable Period, as the case may be, to the Business Day following the delivery which payment shall be promptly applied by the Borrower to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%in accordance with this Agreement.

Applicable Margin. On The following percentages per annum, based upon the Third Amendment Effective Date and thereafter, the Applicable Margin with respect to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. The Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and Total Leverage Ratio as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased recent Compliance Certificate received by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 §8.4(d): Any increase or decrease in the Applicable Margin resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to §8.4(d); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and 6.2 hereofshall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Margin in effect from the Restatement Date through the date of delivery of the Compliance Certificate for the period ending March 31, 2019 (pursuant to §8.4(d)), with the financial statements to be delivered pursuant to §8.4(b), shall initially be set at Level II and in any event shall be no lower than Level II. Notwithstanding the foregoing to the contrary, in the event either the Borrower or the Administrative Agent determines, in good faith, that the calculation of the Total Leverage Ratio on which the Applicable Margin for any particular period was determined is inaccurate and, as a consequence thereof, the Applicable Margin was lower or higher than it should have been, (i) the Borrower shall promptly deliver (but in any event within ten (10) Business Days after the Borrower discovers such inaccuracy or the Borrower is notified by the Administrative Agent of such inaccuracy, as the case may be) to the Administrative Agent correct financial statements for such period (and if such financial statements are not accurately restated and delivered within thirty (30) days after the first discovery of such inaccuracy by the Borrower or such notice, as the case may be, and (B) with respect to a decrease in the Applicable MarginMargin was lower than it should have been, then Level I shall apply retroactively for such period until such time as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such correct financial statements are actually delivered and, upon the delivery of such corrected financial statements, thereafter the corrected Level shall apply for such period), (ii) the Administrative Agent shall determine and notify the Borrower of the amount of interest that would have been due in respect of outstanding Obligations, if any, during such period had the Applicable Margin been calculated based on the correct Total Leverage Ratio (or, to the Administrative Agentextent applicable, the day on which Level I Applicable Margin if such corrected financial statements are required to be were not delivered as provided herein) and (iii) the Borrower shall promptly pay to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoingdifference, if any, between that amount and the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth amount actually paid in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end respect of such fiscal quarter, as period. The foregoing notwithstanding shall in no way limit the case may be, to the Business Day following the delivery by the Borrower to rights of the Administrative Agent or the Lenders to exercise their rights to impose the rate of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%interest applicable during an Event of Default as provided herein.

Applicable Margin. On For the Third Amendment Effective purpose of this subsection 1.4, the “Applicable Margin” shall be determined as follows: (i) subject to the provisions of subparagraph (iii) hereof, from and after the Closing Date, until the first Interest Adjustment Date, and thereafter from and after each Interest Adjustment Date and thereafteruntil the next Interest Adjustment Date, the Applicable Margin for Base Rate Revolving Credit Loans (the “Applicable Base Rate Margin”) and for Revolving Credit Loans subject to a LIBOR Option (the “Applicable LIBOR Margin”) shall be the respective amounts set forth in the following table opposite the applicable ratio of outstanding Total Funded Debt to Adjusted EBITDA: Ratio of Outstanding Total Funded Debt to Adjusted EBITDA Applicable Base Rate Margin Applicable LIBOR Margin (for the most recently concluded period of four consecutive fiscal quarters) Greater than or equal to 1.00:1.00 but less than or equal to 2.00:1.00 0% 2.75% Less than 1.00:1.00 0% 2.50% The Applicable Margin in effect from the Closing Date until the first Interest Adjustment Date shall be 0% (in the case of the Applicable Base Rate Margin) or 2.50% (in the case of the Applicable LIBOR Margin). (ii) As used herein, the term “Interest Adjustment Date” shall mean (A) the first day of the first month after the date on which each of the quarterly compliance certificates (together with quarterly unaudited financial statements for such quarter) required to be delivered under subsection 5.1 (the “Required Financial Statements”) with respect to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. The Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter then most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that quarter were due, if the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The foregoing table indicates an upward adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to the later of such date or the first day of the first month after the date that all of the Required Financial Statements for such quarter shall have been received by the Agent, if the foregoing table indicates a decrease in downward adjustment of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%.

Applicable Margin. On the Third Amendment Effective Date and thereafter, the The Applicable Margin provided for in Section 4.1(a) with respect to the Term Loan D Loans (the "Applicable Margin") shall be for determined by reference to the Leverage Ratio in accordance with the following chart: Applicable Margin Per Annum Level Leverage Ratio LIBOR + Base Rate Advances, + ----- -------------- ------- ----------- I Greater than 2.25 to 1.00 2.00% .75% II Equal to or less than 1.75% .50% 2.25 to 1.00 but greater than 1.50 to 1.00 III Equal to or less than 1.50%, and for LIBOR Advances, 2.50%. % .25% 1.50 to 1.00 The Applicable Margin on the Closing Date shall be 1.50% with respect to LIBOR Rate Loans and 0.25% with respect to Base Rate Loans. Adjustments, if any, in the Term Loan D Loans Applicable Margin shall be subject to reduction made by the Administrative Agent on the tenth (10th) Business Day (the "Adjustment Date") after receipt by the Administrative Agent of financial statements for the Borrower and its Subsidiaries delivered under Section 7.1(a) or increase(b), as applicable, and as set the accompanying Officer's Compliance Certificate setting forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after most recent fiscal quarter end. The Administrative Agent agrees to give the earliest Borrower and the Lenders notice of (1) with respect to Base Rate Advances, any adjustment in the day on which any Request for Advance is delivered, Applicable Margin within two (2) with respect Business Days of such adjustment; provided, that the Administrative Agent's failure to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered give such notice shall not result in any liability to the Administrative Agent pursuant or in any way affect the validity of any such adjustment. In the event the Borrower fails to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that deliver such financial statements are actually delivered to and certificate within the Administrative Agenttime required by Sections 7.1(a) and 7.2 hereof, the day on which Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements are required to be delivered to and certificate unless at such time the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end outstanding principal balance of any of Loans are bearing interest at the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90"default rate" set forth in Section 4.1(d) days after the end of the last fiscal quarter of the Borrower’s fiscal year)below, as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that in which case the Applicable Margin is based upon a Borrower Leverage Ratio equal shall not be increased pursuant to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%this sentence.

Applicable Margin. On The Applicable Margin provided for in Section 6.1(a) with respect to any Loan (the Third Amendment Effective “Applicable Margin”) shall be based upon the table set forth below and shall be determined by reference to Average Excess Availability as of the last day of the most recently ended month preceding the applicable Calculation Date and thereafteradjusted monthly, commencing on March 1, 2008, on the date (each, a “Calculation Date”) that is the first day of the first month after the earlier of (i) the date on which the Credit Parties provide, or (ii) the date on which the Credit Parties are required to provide, the reports and other information required to be provided for each month pursuant to Section 9.4(b); provided, however, that (a) the initial Applicable Margin shall be based on Pricing Level II (as shown below) and shall remain at no lower than Pricing Level II until the first Calculation Date following September 1, 2008, and (b) if the Credit Parties fail to provide the reports and other information as required by Section 9.4(b) for the most recently ended month preceding the applicable Calculation Date, the Applicable Margin with respect to the Term Loan D Loans from such Calculation Date shall be for Base Rate Advancesbased on Pricing Level I (as shown below) until such time as such reports and other information is provided as required by Section 9.4(b), 1.50%, and for LIBOR Advances, 2.50%at which time the Applicable Margin shall be determined by reference to Average Excess Availability as of the last day of the most recently ended month preceding such Calculation Date. The Applicable Margin with respect shall be effective from one Calculation Date until the next Calculation Date. Automatically upon the occurrence and during the continuance of any Event of Default under Section 13.1(a), (b), (j) or (k), and at the election of the Required Lenders upon the occurrence and during the continuance of any other Event of Default, the Applicable Margin shall be based on Pricing Level I. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. I Less than $40,000,000 2.25 % 0.50 % II Greater than or equal to $40,000,000 but less than or equal to $70,000,000 2.00 % 0.25 % III Greater than $70,000,000 1.75 % 0.00 % Notwithstanding the foregoing, however, in the event that the information regarding Average Excess Availability delivered pursuant to this Agreement is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on application of higher Applicable Margins for any period (a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that “Margin Rate Period”) than the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided actually applied for in this Section 2.3(f)(ii) shall be effective such Margin Rate Period, then (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3a) the day on which financial statements are required to be delivered Parent shall immediately deliver to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereofa certificate calculating the correct Average Excess Availability for such Margin Rate Period, (b) the Applicable Margins shall be determined as if the case may becorrect Applicable Margins (as shown above) were applicable for such Margin Rate Period, and (Bc) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered Borrowers shall immediately deliver to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any full payment in respect of the first three fiscal quarters accrued additional interest on the Obligations as a result of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year)such increased Applicable Margins for such Margin Rate Period, as required by Sections 6.1 or 6.2 hereof, it which payment shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery promptly applied by the Borrower to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%the affected Obligations.

Applicable Margin. On the Third Amendment Effective Date and thereafter, the Applicable Margin with respect shall equal the applicable LIBOR margin or Base Rate margin in effect from time to time determined as set forth below based upon the applicable Leverage Ratio then in effect pursuant to the Term Loan D Loans shall be for Base Rate Advancesappropriate column under the table below: Greater than 5.00 to 1.0 4.00 % 2.75 % greater than 4.50 to 1.0, 1.50%but less than or equal to 5.00 to 1.0 3.75 % 2.50 % greater than 4.00 to 1.0, and for LIBOR Advances, 2.50%. but less than or equal to 4.50 to 1.0 3.50 % 2.25 % less than or equal to 4.00 to 1.0 3.00 % 1.75 % The Applicable Margin with respect shall be adjusted from time to time upon delivery to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in Agent of the tables below, based upon monthly financial statements for the Borrower Leverage Ratio last month of each fiscal quarter and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements Compliance Certificate required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 •Section 4.1 hereof; provided that , in each case accompanied by a written calculation of the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase certified on behalf of the Applicable Margin, Borrower by a Responsible Officer as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as end of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request fiscal month for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to delivered. If such calculation indicates that the Applicable Margin shall increase or decrease, then on the fifth (5th) Business Day following the date of delivery of such financial statements, Compliance Certificate and written calculation the Applicable Margin shall be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoingadjusted in accordance therewith; provided, however, that if the Borrower shall fail to deliver any such financial statements within forty-five (45) days after and Compliance Certificate for any such fiscal month by the end of any date required pursuant to Section 4.1, then, at the Agent’s election, effective as of the first three fiscal quarters of date such financial statements and Compliance Certificate were to have been delivered, and continuing through the Borrower’s fiscal year fifth (or within ninety 5th) Business Day following the date (90if ever) days after when such financial statements, Compliance Certificate and such written calculation are finally delivered, the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it Applicable Margin shall be conclusively presumed that to equal the highest Applicable Margin is based upon a Borrower Leverage Ratio equal to specified in the highest level pricing table set forth above.” “(g) no more than $5,000,000 in the table below aggregate principal amount of Revolving Loans may be used during any calendar year and a Senior Leverage Ratio greater no more than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, $10,000,000 in the case aggregate principal amount of Revolving Loans may be used during the last quarter) after the end term of this Agreement to consummate all such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%Acquisitions;”

Applicable Margin. On any date the Third Amendment Effective Date Applicable Margin for LIBOR Rate Loans and thereafterBase Rate Loans shall be as set forth below based on the ratio of the Consolidated Total Indebtedness of Parent Company and its respective Subsidiaries to the Gross Asset Value of Parent Company and its respective Subsidiaries: Pricing Level 1 Less than or equal to 40% 4.00 % 3.00 % Pricing Level 2 Greater than 40% but less than or equal to 50% 4.25 % 3.25 % Pricing Level 3 Greater than 50% 4.50 % 3.50 % The initial Applicable Margin shall be at Pricing Level 2. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Parent Company to the Agent of the Compliance Certificate after the end of a calendar quarter. In the event that Parent Company shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin with respect to the Term Loan D for Loans shall be for Base Rate Advancesat Pricing Level 3 until such failure is cured within any applicable cure period, 1.50%or waived in writing by the Required Lenders, and for LIBOR Advances, 2.50%. The in which event the Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoingadjust, if necessary, on the Borrower shall fail to deliver financial statements within forty-five first (451st) days after the end of any day of the first three fiscal quarters (1st) month following receipt of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for such Compliance Certificate. During the period from and including March 31, 2014 to but excluding December 31, 2015, the forty-sixth percentages at each Pricing Level set forth above shall decrease by 0.25%. On and after December 31, 2015, the percentages at each Pricing Level set forth above shall decrease by 0.50%. In the event that the Agent and the Borrowers determine that any financial statements previously delivered were incorrect or inaccurate (46thregardless of whether this Agreement or the Revolving Credit Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) day than the Applicable Margin applied for such Applicable Period, then (or ninety-first i) the Borrowers shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (91stii) daythe Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, in and (iii) the case Borrowers shall within three (3) Business Days of demand thereof by the last quarter) after Agent pay to the end Agent the accrued additional amount owing as a result of such fiscal quarterincreased Applicable Margin for such Applicable Period, as the case may be, to the Business Day following the delivery which payment shall be promptly applied by the Borrower to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%in accordance with this Agreement.

Applicable Margin. On the Third Amendment Effective Date and thereafter, the Applicable Margin with respect to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. The Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A3.1(a) with respect to an increase of any Construction Loan Advance (the "Applicable Margin, as of ") shall be based upon the second table set forth below and shall be determined and adjusted quarterly on the date (2ndeach a "Calculation Date") ten (10) Business Day Days after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on date by which the requested Advance Borrower is made or (3) the day on which financial statements are required to be delivered to provide an Officer's Compliance Certificate for the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last most recently ended fiscal quarter of the Borrower’s ; provided, however, that (i) the initial Applicable Margin shall be 3.50% for Eurodollar Rate Loans and 2.25% for Base Rate Loans and shall remain in effect until the Initial Pricing Adjustment Date and thereafter the Applicable Margin shall be determined by reference to the Guarantor Leverage Ratio as of the last day of the most recently ended fiscal year), quarter of the Borrower preceding the applicable Calculation Date and (ii) if the Borrower fails to provide the Officer's Compliance Certificate as required by Sections 6.1 or Section 6.2 hereoffor the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, it shall be conclusively presumed that the Applicable Margin from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is based upon a Borrower provided, at which time the Pricing Level shall be determined by reference to the Guarantor Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case as of the last quarter) after day of the end most recently ended fiscal quarter of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% all Construction Loan Advances then existing or subsequently made or issued. Applicable Margin --------------------- Eurodollar Base Rate Pricing Level Guarantor Leverage Ratio Rate ------------- ------------------------ ---- --------- I Less than or equal to 4.00 2.00 to 1.00 2.50% 1.25% XXX Less than or equal to 2.50 to 1.00 but greater than 2.00 to 1.00 2.75% 1.50% XXX Less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00 3.00% 1.75% IV Greater than 3.00 to 1.00 3.50% 2.25%

Applicable Margin. On the Third Amendment Effective Date and thereafterany date, the Applicable Margin with respect set forth below based on the ratio of the Consolidated Total Indebtedness of Borrower to the Term Loan D Loans Consolidated Total Asset Value of Borrower: Pricing Level 1 Less than or equal to 50% 2.50 % 1.50 % Pricing Level 2 Greater than 50% but less than or equal to 55% 2.75 % 1.75 % Pricing Level 3 Greater than 55% but less than or equal to 60% 3.00 % 2.00 % Pricing Level 4 Greater than 60% 3.25 % 2.25 % The initial Applicable Margin shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%at Pricing Level 3. The Applicable Margin with respect to the Term Loan D Loans shall not be subject to reduction or increase, as applicable, and as set forth in the tables below, adjusted based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoingratio, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of at all, until the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (901st) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by Parent to the Agent of the Compliance Certificate at the end of a calendar quarter. In the event that Parent shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin shall be at Pricing Level 4 until such failure is cured within any applicable cure period, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) Business Day following receipt of such Compliance Certificate. In the event that the Agent and Parent determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) Parent shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within five (5) Business Days of demand thereof by the Agent pay to the Administrative Agent the accrued additional amount owing as a result of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.

Applicable Margin. On the Third Amendment Effective Date and thereafter, any date the Applicable Margin with respect to the Term Loan D for LIBOR Rate Loans and Base Rate Loans shall be for Base Rate Advances, 1.50%, as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and for LIBOR Advances, 2.50%its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than 40% 2.00% 1.00% Pricing Level 2 Greater than or equal to 40% but less than 45% 2.25% 1.25% Pricing Level 3 Greater than or equal to 45% but less than 55% 2.45% 1.45% Pricing Level 4 Greater than or equal to 55% 2.65% 1.65% The initial Applicable Margin shall be at Pricing Level 1. The Applicable Margin with respect shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase Agent of the Applicable Margin, as of the second (2nd) Business Day Compliance Certificate after the earliest end of (1) with respect to Base Rate Advances, a calendar quarter. In the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date event that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 4 until such failure is cured within forty-five any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (451st) days after the end of any day of the first three fiscal quarters (1st) month following receipt of such Compliance Certificate. In the Borrower’s fiscal year event that the Agent, REIT, or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal yearRevolving Credit Commitments are in effect when such inaccuracy is discovered), as required by Sections 6.1 or 6.2 hereofand such inaccuracy, it shall be conclusively presumed that if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin is based upon a applied for such Applicable Period, then (i) the Borrower Leverage Ratio equal shall as soon as practicable deliver to the highest level set forth in Agent the table below corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end result of such fiscal quarterincreased Applicable Margin for such Applicable Period, as the case may be, to the Business Day following the delivery which payment shall be promptly applied by the Borrower to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%in accordance with this Agreement."

Applicable Margin. On For the Third Amendment Effective purpose of this subsection 1.4, the “Applicable Margin” shall be determined as follows: (i) subject to the provisions of subparagraph (iii) hereof, from and after the Closing Date, until the first Interest Adjustment Date, and thereafter from and after each Interest Adjustment Date and thereafteruntil the next Interest Adjustment Date, the Applicable Margin for Base Rate Revolving Credit Loans (the “Applicable Base Rate Margin”) and for Revolving Credit Loans subject to a LIBOR Option (the “Applicable LIBOR Margin”) shall be the respective amounts set forth in the following table opposite the applicable ratio of outstanding Total Funded Debt to Adjusted EBITDA: (for the most recently concluded period of four consecutive fiscal quarters) Greater than or equal to 1.00:1.00 but less than or equal to 2.00:1.00 0% 2.75% Less than 1.00:1.00 0% 2.50% The Applicable Margin in effect from the Closing Date until the first Interest Adjustment Date shall be 0% (in the case of the Applicable Base Rate Margin) or 2.50% (in the case of the Applicable LIBOR Margin). (ii) As used herein, the term “Interest Adjustment Date” shall mean (A) the first day of the first month after the date on which each of the quarterly compliance certificates (together with quarterly unaudited financial statements for such quarter) required to be delivered under subsection 5.1 (the “Required Financial Statements”) with respect to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. The Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter then most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that quarter were due, if the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The foregoing table indicates an upward adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to the later of such date or the first day of the first month after the date that all of the Required Financial Statements for such quarter shall have been received by the Agent, if the foregoing table indicates a decrease in downward adjustment of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%.

Applicable Margin. On The "Applicable Margin" shall mean as of the Third Amendment Effective Date and thereaftera rate per annum equal to, with respect to Advances under the Lines of Credit, the Applicable Margin Term Loan A 200 basis points (2.00%) and, with respect to the Term Loan D Loans shall be for Base Rate AdvancesB, 1.50250 basis points (2.50%), and for LIBOR Advances, 2.50%. The the Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction subsequent adjustment, up or increasedown, based on the U.S. Borrower's financial performance, determined by reference to the Funded Debt/EBITDA Ratio, measured quarterly; that is, if the Funded Debt/EBITDA Ratio, measured for each Fiscal Quarter of the U.S. Borrower, commencing with the first Fiscal Quarter ending after the Effective Date, is as applicable, and as set forth in the tables described below, based upon the Borrower Leverage Applicable Margin shall be the margin appearing opposite said Funded Debt/EBITDA Ratio: Applicable Margin ---------------------------------------------------------------------- Funded Debt/ Lines of Credit, Level EBITDA Ratio and Term Loan A Term Loan B ------ ------------------- ------------------ ----------------- I <1.75:1.00 2.00% 2.50% II >1.75:1.00, but 2.50% 3.00% < 2.25:1.00 III >2.25:1.00 2.75% 3.25% Lender shall determine whether any adjustment to the Senior Leverage Ratio set forth Applicable Margin is to be made quarterly, based on a pro forma basis in any Request for Advance and as reflected in the U.S. Borrower's financial statements required for each Fiscal Quarter delivered to be delivered for the fiscal quarter most recently ended Lender pursuant to Section 6.1 or Section 6.2 hereof4.2; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that if such financial statements are actually not timely delivered to Lender, then an adjustment to the Administrative AgentApplicable Margin shall be made based on an assumed delivery of said financial statements reflecting a Funded Debt/EBITDA Ratio of greater than 2.25:1.0; i.e., Level III above. Each such adjustment to the Applicable Margin shall become effective as of the first day of the calendar month following the date on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90deemed delivered) days after the end of the last fiscal quarter of the Borrower’s fiscal year)to Lender, as required by Sections 6.1 or 6.2 hereof, it and shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below remain effective unless and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%until any subsequent adjustment

Applicable Margin. On the Third Amendment Effective Date and thereafter, the The Applicable Margin provided for in Section 4.1(a) with respect to the Term Loan D Loans (the "Applicable Margin") shall be for determined by reference to the Leverage Ratio in accordance with the following chart: Applicable Margin Per Annum Level Leverage Ratio LIBOR + Base Rate Advances, 1.50%, and for LIBOR Advances, + ----- -------------- --------------------------- I Greater than 2.25 to 1.00 2.50%. % 1.00% II Equal to or less than 2.25% .75% 2.25 to 1.00 but greater than 1.50 to 1.00 III Equal to or less than 2.00% .50% 1.50 to 1.00 The Applicable Margin on the Closing Date shall be 2.25% with respect to LIBOR Rate Loans and .75% with respect to Base Rate Loans. Adjustments, if any, in the Term Loan D Loans Applicable Margin shall be subject to reduction made by the Administrative Agent on the tenth (10th) Business Day (the "Adjustment Date") after receipt by the Administrative Agent of financial statements for the Borrower and its Subsidiaries delivered under Section 7.1(a) or increase(b), as applicable, and as set the accompanying Officer's Compliance Certificate setting forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after most recent fiscal quarter end. The Administrative Agent agrees to give the earliest Borrower and the Lenders notice of (1) with respect to Base Rate Advances, any adjustment in the day on which any Request for Advance is delivered, Applicable Margin within two (2) with respect Business Days of such adjustment; provided, that the Administrative Agent's failure to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered give such notice shall not result in any liability to the Administrative Agent pursuant or in any way affect the validity of any such adjustment. In the event the Borrower fails to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that deliver such financial statements are actually delivered to and certificate within the Administrative Agenttime required by Sections 7.1(a) and 7.2 hereof, the day on which Applicable Margin shall be the highest Applicable Margin set forth above until the delivery of such financial statements are required to be delivered to and certificate unless at such time the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end outstanding principal balance of any of Loans are bearing interest at the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90"default rate" set forth in Section 4.1(d) days after the end of the last fiscal quarter of the Borrower’s fiscal year)below, as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that in which case the Applicable Margin is based upon a Borrower Leverage Ratio equal shall not be increased pursuant to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%this sentence.

Applicable Margin. On the Third Amendment Effective Date and thereafter, the Applicable Margin with With respect to the Term Loan D Loans shall be for Base Rate Advancesperiod from the Closing Date to (but excluding) the date that is the six-month anniversary of the Closing Date, 1.50%percentages per annum set forth in Level I in the chart immediately below; and (ii) on and following the date that is the six-month anniversary of the Closing Date, and for LIBOR Advancesthe percentages per annum set forth in Level I, 2.50%. The Applicable Margin with respect to Level II, Level III or Level IV in the Term Loan D Loans shall be subject to reduction or increasechart immediately below, as applicable, and applicable based upon the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased recent Compliance Certificate received by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 §8.4(d): Any increase or decrease in the Applicable Margin resulting from a change in the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to §8.4(d); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such §, then, upon the request of the Required Lenders, Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and 6.2 hereofshall remain in effect until the date on which such Compliance Certificate is delivered. Notwithstanding the foregoing to the contrary, in the event either the Borrower or the Administrative Agent determines, in good faith, that the calculation of the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth on which the Applicable Margin for any particular period was determined is inaccurate and, as a consequence thereof, the Applicable Margin was lower or higher than it should have been, (i) the Borrower shall promptly deliver (but in any event within ten (10) Business Days after the Borrower discover such inaccuracy or the Borrower is notified by the Administrative Agent of such inaccuracy, as the case may be) to the Administrative Agent correct financial statements for such period (and if such financial statements are not accurately restated and delivered within thirty (30) days after the first discovery of such inaccuracy by the Borrower or such notice, as the case may be, and (B) with respect to a decrease in the Applicable MarginMargin was lower than it should have been, then Level I shall apply retroactively for such period until such time as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such correct financial statements are actually delivered and, upon the delivery of such corrected financial statements, thereafter the corrected Level shall apply for such period), (ii) the Administrative Agent shall determine and notify the Borrower of the amount of interest that would have been due in respect of outstanding Obligations, if any, during such period had the Applicable Margin been calculated based on the correct ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth (or, to the Administrative Agentextent applicable, the day on which Level I Applicable Margin if such corrected financial statements are required to be were not delivered as provided herein) and (iii) the Borrower shall promptly pay to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoingdifference, if any, between that amount and the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth amount actually paid in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end respect of such fiscal quarter, as period. The foregoing notwithstanding shall in no way limit the case may be, to the Business Day following the delivery by the Borrower to rights of the Administrative Agent or the Lenders to exercise their rights to impose the rate of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%interest applicable during an Event of Default as provided herein.

Applicable Margin. On The Applicable Margin provided for in Section 6.1(a) with respect to any Loan (the Third Amendment Effective “Applicable Margin”) shall be based upon the table set forth below and shall be determined by reference to Average Excess Availability as of the last day of the most recently ended month preceding the applicable Calculation Date and thereafteradjusted monthly, commencing on November 1, 2011, on the date (each, a “Calculation Date”) that is the first day of the first month after the earlier of (i) the date on which the Credit Parties provide, or (ii) the date on which the Credit Parties are required to provide, the reports and other information required to be provided for each month pursuant to Section 9.4(b); provided, however, that if the Credit Parties fail to provide the reports and other information as required by Section 9.4(b) for the most recently ended month preceding the applicable Calculation Date, the Applicable Margin with respect to the Term Loan D Loans from such Calculation Date shall be for Base Rate Advancesbased on Pricing Level I (as shown below) until such time as such reports and other information is provided as required by Section 9.4(b), 1.50%, and for LIBOR Advances, 2.50%at which time the Applicable Margin shall be determined by reference to Average Excess Availability as of the last day of the most recently ended month preceding such Calculation Date. The Applicable Margin with respect shall be effective from one Calculation Date until the next Calculation Date. Automatically upon the occurrence and during the continuance of any Event of Default under Section 13.1(a), (b), (j) or (k), and at the election of the Required Lenders upon the occurrence and during the continuance of any other Event of Default, the Applicable Margin shall be based on Pricing Level I. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. I Less than $25,000,000 2.00 % 0.50 % II Greater than or equal to $25,000,000 but less than or equal to $50,000,000 1.75 % 0.25 % III Greater than $50,000,000 1.50 % 0.00 % Notwithstanding the foregoing, however, in the event that the information regarding Average Excess Availability delivered pursuant to this Agreement is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on application of higher Applicable Margins for any period (a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that “Margin Rate Period”) than the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided actually applied for in this Section 2.3(f)(ii) shall be effective such Margin Rate Period, then (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3a) the day on which financial statements are required to be delivered Parent shall immediately deliver to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereofa certificate calculating the correct Average Excess Availability for such Margin Rate Period, (b) the Applicable Margins shall be determined as if the case may becorrect Applicable Margins (as shown above) were applicable for such Margin Rate Period, and (Bc) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered Borrowers shall immediately deliver to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any full payment in respect of the first three fiscal quarters accrued additional interest on the Obligations as a result of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year)such increased Applicable Margins for such Margin Rate Period, as required by Sections 6.1 or 6.2 hereof, it which payment shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery promptly applied by the Borrower to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%the affected Obligations.

Applicable Margin. On any date prior to the Third Amendment Effective Date occurrence of the Qualified Capital Raise, the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be a percentage per annum as set forth below: (b) On any date commencing on the date of the occurrence of the Qualified Capital Raise and continuing thereafter, the Applicable Margin with respect to the Term Loan D for LIBOR Rate Loans and Base Rate Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. a percentage per annum as set forth below based on the applicable Leverage Ratio: Pricing Level 1 Less than 45% Less than 5 to 1 2.25 % 1.25 % Pricing Level 2 Equal to or greater than 45% but less than 55% Equal to or greater than 5 to 1 but less than 5.5 to 1 2.50 % 1.50 % Pricing Level 3 Equal to or greater than 55% Equal to or greater than 5.5 to 1 3.00 % 2.00 % The Applicable Margin with respect determined pursuant to this subparagraph (b) shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by REIT to the Term Loan D Agent of the Compliance Certificate after the end of a fiscal quarter. In the event that REIT shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be subject to reduction at Pricing Level 3 until such failure is cured within any applicable cure period, or increasewaived in writing by the Required Lenders, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that which event the Applicable Margins set forth in Margin shall adjust, if necessary, on the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(iifirst (1st) shall be effective (A) with respect to an increase day of the Applicable Margin, as first (1st) month following receipt of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereofCompliance Certificate. Notwithstanding the foregoing, any accrued interest payable at the Applicable Margin determined pursuant to subparagraph (a) above prior to the applicability of this subparagraph (b) shall be payable as provided in §2.6. In the event that the Agent, REIT or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (a) the Borrower shall fail to as soon as practicable deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in Agent the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%corrected financial

Applicable Margin. On the Third Amendment Effective Date and thereafterany date, the Applicable Margin with respect to the Term Loan D for LIBOR Rate Loans and Base Rate Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%as set forth below based on the ratio of the Consolidated Total Indebtedness to the Consolidated Total Adjusted Asset Value: Pricing Level 1 Less than 45% 1.75 % 0.75 % Pricing Level 2 Greater than or equal to 45% but less than 50% 2.00 % 1.00 % Pricing Level 3 Greater than or equal to 50% but less than 60% 2.25 % 1.25 % Pricing Level 4 Greater than or equal to 60% 2.50 % 1.50 % The initial Applicable Margin shall be at Pricing Level 3. The Applicable Margin with respect to the Term Loan D Loans shall not be subject to reduction or increase, as applicable, and as set forth in the tables below, adjusted based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoingratio, if at all, until the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any first day of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day month following the delivery by the Borrower to the Administrative Agent of the Compliance Certificate after the end of a calendar quarter. In the event that the Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.1(c), then, without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin shall be at Pricing Level 4 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first day of the first month following receipt of such Compliance Certificate. In the event that the Agent or the Borrower determine that any financial statements: Greater statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than 4.00 the Applicable Margin applied for such Applicable Period, then (a) the Borrower shall as soon as practicable deliver to 1.00 1.50% 2.50% Less than or equal the Agent the corrected financial statements for such Applicable Period, (b) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (c) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to 4.00 to 1.00 1.25% 2.25%the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.

Applicable Margin. On The following percentages per annum, based upon the Third Amendment Effective Date and thereafter, the Applicable Margin with respect to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. The Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and Total Leverage Ratio as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased recent Compliance Certificate received by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 §8.4(c): Any increase or decrease in the Applicable Margin resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to §8.4(c); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and 6.2 hereofshall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Margin in effect from the Sixth Amendment Effective Date through the date of delivery of the Compliance Certificate for the period ending March 31, 2019 (pursuant to §8.4(c)), with the financial statements to be delivered pursuant to §8.4(a), shall initially be set at Level II and in any event shall be no lower than Level II. Notwithstanding the foregoing to the contrary, in the event either the Borrowers or the Administrative Agent determines, in good faith, that the calculation of the Total Leverage Ratio on which the Applicable Margin for any particular period was determined is inaccurate and, as a consequence thereof, the Applicable Margin was lower or higher than it should have been, (i) the Borrowers shall promptly deliver (but in any event within ten (10) Business Days after the Borrowers discover such inaccuracy or the Borrowers are notified by the Administrative Agent of such inaccuracy, as the case may be) to the Administrative Agent correct financial statements for such period (and if such financial statements are not accurately restated and delivered within thirty (30) days after the first discovery of such inaccuracy by the Borrowers or such notice, as the case may be, and (B) with respect to a decrease in the Applicable MarginMargin was lower than it should have been, then Level I shall apply retroactively for such period until such time as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such correct financial statements are actually delivered and, upon the delivery of such corrected financial statements, thereafter the corrected Level shall apply for such period), (ii) the Administrative Agent shall determine and notify the Borrowers of the amount of interest that would have been due in respect of outstanding Obligations, if any, during such period had the Applicable Margin been calculated based on the correct Total Leverage Ratio (or, to the Administrative Agentextent applicable, the day on which Level I Applicable Margin if such corrected financial statements are required to be were not delivered as provided herein) and (iii) the applicable Borrower shall promptly pay to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoingdifference, if any, between that amount and the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth amount actually paid in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end respect of such fiscal quarter, as period. The foregoing notwithstanding shall in no way limit the case may be, to the Business Day following the delivery by the Borrower to rights of the Administrative Agent or the Lenders to exercise their rights to impose the rate of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%interest applicable during an Event of Default as provided herein.

Applicable Margin. On The Applicable Margin provided for in Section 6.1(a) with respect to any Loan (the Third Amendment Effective “Applicable Margin”) shall be based upon the table set forth below and shall be determined by reference to Average Excess Availability as of the last day of the most recently ended month preceding the applicable Calculation Date and thereafteradjusted monthly on each date (each, a “Calculation Date”) that is the earlier of (i) the date on which the Credit Parties provide, or (ii) the date on which the Credit Parties are required to provide, the reports and other information required to be provided for each month pursuant to Section 9.4(b); provided, however, that if the Credit Parties fail to provide the reports and other information as required by Section 9.4(b) for the most recently ended month preceding the applicable Calculation Date, the Applicable Margin with respect to the Term Loan D Loans from such Calculation Date shall be for Base Rate Advancesbased on Pricing Level I (as shown below) until such time as such reports and other information is provided as required by Section 9.4(b), 1.50%, and for LIBOR Advances, 2.50%at which time the Applicable Margin shall be determined by reference to Average Excess Availability as of the last day of the most recently ended month preceding such Calculation Date. The Applicable Margin with respect shall be effective from one Calculation Date until the next Calculation Date. Automatically upon the occurrence and during the continuance of any Event of Default under Section 13.1(a), (b), (j) or (k), and at the election of the Required Lenders upon the occurrence and during the continuance of any other Event of Default, the Applicable Margin shall be based on Pricing Level I. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued. I Less than $25,000,000 1.50 % 0.25 % II Greater than or equal to $25,000,000 but less than $50,000,000 1.25 % 0.00 % III Greater than or equal to $50,000,000 1.00 % -0.25 % Notwithstanding the foregoing, however, in the event that the information regarding Average Excess Availability delivered pursuant to this Agreement is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on application of higher Applicable Margins for any period (a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that “Margin Rate Period”) than the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided actually applied for in this Section 2.3(f)(ii) shall be effective such Margin Rate Period, then (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3a) the day on which financial statements are required to be delivered Parent shall immediately deliver to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereofa certificate calculating the correct Average Excess Availability for such Margin Rate Period, (b) the Applicable Margins shall be determined as if the case may becorrect Applicable Margins (as shown above) were applicable for such Margin Rate Period, and (Bc) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered Borrowers shall immediately deliver to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any full payment in respect of the first three fiscal quarters accrued additional interest on the Obligations as a result of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year)such increased Applicable Margins for such Margin Rate Period, as required by Sections 6.1 or 6.2 hereof, it which payment shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery promptly applied by the Borrower to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%the affected Obligations.

Applicable Margin. On The following percentages per annum, based upon the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to §8.4(c): Any increase or decrease in the Applicable Margin resulting from a change in the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to §8.4(c); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Margin in effect from the Third Amendment Effective Date through the date of delivery of the Compliance Certificate for the period ending March 31, 2015 (pursuant to §8.4(c)), with the financial statements to be delivered pursuant to §8.4(a), shall initially be set at Level II and thereafterin any event shall be no lower than Level II. Notwithstanding the foregoing to the contrary, in the event either the Borrowers or the Administrative Agent determines, in good faith, that the calculation of the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth on which the Applicable Margin for any particular period was determined is inaccurate and, as a consequence thereof, the Applicable Margin with respect to was lower or higher than it should have been, (i) the Term Loan D Loans Borrowers shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. The Applicable Margin with respect to promptly deliver (but in any event within ten (10) Business Days after the Term Loan D Loans shall be subject to reduction Borrowers discover such inaccuracy or increasethe Borrowers are notified by the Administrative Agent of such inaccuracy, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(iicase may be) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 correct financial statements for such period (and 6.2 hereofif such financial statements are not accurately restated and delivered within thirty (30) days after the first discovery of such inaccuracy by the Borrowers or such notice, as the case may be, and (B) with respect to a decrease in the Applicable MarginMargin was lower than it should have been, then Level I shall apply retroactively for such period until such time as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such correct financial statements are actually delivered and, upon the delivery of such corrected financial statements, thereafter the corrected Level shall apply for such period), (ii) the Administrative Agent shall determine and notify the Borrowers of the amount of interest that would have been due in respect of outstanding Obligations, if any, during such period had the Applicable Margin been calculated based on the correct ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth (or, to the Administrative Agentextent applicable, the day on which Level I Applicable Margin if such corrected financial statements are required to be were not delivered as provided herein) and (iii) the applicable Borrower shall promptly pay to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoingdifference, if any, between that amount and the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth amount actually paid in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end respect of such fiscal quarter, as period. The foregoing notwithstanding shall in no way limit the case may be, to the Business Day following the delivery by the Borrower to rights of the Administrative Agent or the Lenders to exercise their rights to impose the rate of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%interest applicable during an Event of Default as provided herein.

Applicable Margin. On The term “Applicable Margin” means the Third Amendment Effective Date and thereafterannual percentage rate to be added to LIBOR to determine the LIBOR Rate under this Agreement. Initially, the Applicable Margin with respect to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%1.80% per annum. The Applicable Margin with respect to the Term Loan D Loans shall will be subject to reduction adjusted (up or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth down) on a pro forma quarterly basis in any Request for Advance and as reflected in the financial statements required determined by Borrower’s Total Funded Debt to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0EBITDA ratio. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease Adjustments in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered Margin will be determined by reference to the Administrative Agent, the day on which such financial statements are required following grid: Greater than or equal to be delivered 1.75 2.25% Greater than 1.0 but less than 1.75 1.80% Less than or equal to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within 1.0 1.50% Within forty-five (45) days after of the end of any each Fiscal Quarter of the first three fiscal quarters of the Borrower’s fiscal year Borrower (or within provided that Borrower shall have ninety (90) days after the end of each Fiscal Year), Borrower shall (a) deliver to BANK its Financial Statements covering such Fiscal Quarter (which shall be management prepared financial statements for purposes hereof), (b) deliver to BANK the last fiscal quarter quarterly financial covenant compliance certificate of Borrower, and (c) certify to Bank the then Total Funded Debt to EBITDA ratio of Borrower and Borrower's determination of Applicable Margin therefrom on such form as the Bank may from time to time specify. Borrower shall also Commercial Loan Agreement – Micronetics, Inc. provide to the Bank such other reasonable information as Bank may request of Borrower to verify its determination of the Applicable Margin. As of the tenth (10th) Business Day after the Borrower’s fiscal year)'s delivery of all of the above-referenced items to the Bank, the Bank shall notify Borrower of its determination of the Applicable Margin. The new Applicable Margin as required so determined by Sections 6.1 or 6.2 hereof, it the BANK shall be conclusively presumed that effective as to all then outstanding LIBOR Advances and all new LIBOR Advances thereafter made, and such new Applicable Margin shall remain in effect through the next date upon which the determination of a new Applicable Margin becomes effective in accordance with the above provisions. Notwithstanding the foregoing, upon any Event of Default, the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% shall be 2.25%.

Applicable Margin. On the Third Amendment Effective Date and thereafter, the Applicable Margin with respect to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. The Applicable Margin with respect to the Term Loan D Loans Margins shall be subject to ----------------- reduction or increase, as applicable, and as set forth in the tables below, below based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided percentage that the Applicable Margins set forth in Borrower's Total Debt bears to the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0Borrower's Total Capitalization. The adjustment provided for in this Section 2.3(f)(ii2.3(h) shall be -------------- effective (i) quarterly, based upon such percentage as of the last day of the immediately preceding fiscal quarter of the Borrower as set forth in the financial statements of the Borrower delivered pursuant to Sections 6.1 and 6.2 ------------ --- hereof, as the case may be, (A) with respect to an any increase of in the Applicable Margin, commencing as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, and (B) with respect ----------- --- to a decrease in the Applicable Margin, commencing as of the later of (1) the second (2nd) Business Day following the delivery by the Borrower after which such financial statements are required to be delivered to the Administrative Agent of pursuant to Sections 6.1 or 6.2 hereof, ------------ --- as the case may be, and (2) the date on which such financial statementsstatements are actually delivered to the Administrative Agent, and (ii) on the date of each Revolving Credit Advance hereunder based upon (A) the Borrower's Total Debt after giving effect to such Advance and (B) the Borrower's Total Capitalization after giving effect to such Advance and the use of the proceeds thereof as of the last day of the calendar month immediately preceding such Advance. The Applicable Margins shall be as follows: Greater than 4.00 to 1.00 1.50% 2.50% Total Debt as a percentage of LIBOR Advance CD Rate Advance Total Capitalization Applicable Margin Applicable Margin -------------------- ----------------- ----------------- Less than or equal to 4.00 20% .170% .270% Greater than 20%, but less than or equal to 1.00 1.25.215% 2.25.315% 30% Greater than 30%, but less than or equal to .250% .350% 40% Greater than 40% .350% .450%

Applicable Margin. On the Third Amendment Effective Date and thereafter, any date the Applicable Margin with respect to the Term Loan D for LIBOR Rate Loans and Base Rate Loans shall be for Base Rate Advances, 1.50%, as set forth below based on the ratio of the Consolidated Total Indebtedness of REIT and for LIBOR Advances, 2.50%its respective Subsidiaries to the Gross Asset Value of REIT and its respective Subsidiaries: Pricing Level 1 Less than 35% 2.00 % 1.00 % Pricing Level 2 Greater than or equal to 35% but less than 40% 2.25 % 1.25 % Pricing Level 3 Greater than or equal to 40% but less than 45% 2.50 % 1.50 % Pricing Level 4 Greater than or equal to 45% but less than 55% 2.75 % 1.75 % Pricing Level 5 Greater than or equal to 55% but less than 60% 3.00 % 2.00 % Pricing Level 6 Greater than or equal to 60% 3.25 % 2.25 % The initial Applicable Margin shall be at Pricing Level 6. The Applicable Margin with respect shall not be adjusted based upon such ratio, if at all, until the first (1st) day of the first (1st) month following the delivery by Borrower to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase Agent of the Applicable Margin, as of the second (2nd) Business Day Compliance Certificate after the earliest end of (1) with respect to Base Rate Advances, a calendar quarter. In the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date event that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Loans shall be at Pricing Level 6 until such failure is cured within forty-five any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first (451st) days after the end of any day of the first three fiscal quarters (1st) month following receipt of such Compliance Certificate. In the Borrower’s fiscal year event that the Agent and the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal yearRevolving Credit Commitments are in effect when such inaccuracy is discovered), as required by Sections 6.1 or 6.2 hereofand such inaccuracy, it shall be conclusively presumed that if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin is based upon a applied for such Applicable Period, then (i) the Borrower Leverage Ratio equal shall as soon as practicable deliver to the highest level set forth in Agent the table below corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end result of such fiscal quarterincreased Applicable Margin for such Applicable Period, as the case may be, to the Business Day following the delivery which payment shall be promptly applied by the Borrower to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%in accordance with this Agreement.

Applicable Margin. On the Third Amendment Effective Date and thereafter, the Applicable Margin with respect to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. The Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A5.1(a) with respect to any Loan (the “Applicable Margin”) shall be based upon the table set forth below and shall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after the earlier of (i) the date on which Borrower provides or (ii) the date on which the Borrower is required to provide, an increase Officer’s Compliance Certificate for the most recently ended Fiscal Quarter of the Borrower; provided, however, that (A) the initial Applicable MarginMargin shall be based on Pricing Level III (as shown below) and shall remain at Pricing Level III until the first Calculation Date following the first full Fiscal Quarter occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Adjusted Debt to EBITDAR Ratio as of the second (2nd) Business Day after last day of the earliest most recently ended Fiscal Quarter of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, Borrower preceding the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may beapplicable Calculation Date, and (B) with respect if the Borrower fails to a decrease provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding such Calculation Date. Subject to Sections 5.1(c)(ii)(A) and (B) in the preceding sentence, the Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin, as Margin shall be applicable to all Extensions of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is Credit then existing or subsequently made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereofissued. Notwithstanding the foregoing, in the event that any financial statement or Officer’s Compliance Certificate delivered pursuant to Section 8.1 or 8.2 is shown to be inaccurate (regardless of whether (i) this Agreement is in effect, (ii) the Revolving Credit Commitment is in effect, or (iii) any Extension of Credit is outstanding when such inaccuracy is discovered or such financial statement or Officer’s Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (x) the Borrower shall fail to promptly deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent a corrected Officer’s Compliance Certificate for such Applicable Period, (y) the Applicable Margin for such Applicable Period shall be determined as if the Adjusted Debt to EBITDAR Ratio in the corrected Officer’s Compliance Certificate were applicable for such Applicable Period, and (z) the Borrower shall promptly and retroactively be obligated to pay to the Administrative Agent the accrued additional interest and fees owing as a result of such financial statements: increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 5.4. Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Sections 5.1(d) and 12.2 nor any of their other rights under this Agreement. The Borrower’s obligations under this paragraph shall survive the termination of the Revolving Credit Commitment and the repayment of all other Obligations hereunder. I Greater than 4.00 or equal to 5.00 to 1.00 1.503.000 % 2.504.000 % Less II Greater than or equal to 4.50 to 1.00 but less than 5.00 to 1.00 2.750 % 3.750 % III Greater than or equal to 4.00 to 1.00 1.25but less than 4.50 to 1.00 2.500 % 2.253.500 % IV Greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00 2.250 % 3.250 % V Less than 3.50 to 1.00 2.000 % 3.000 %

Applicable Margin. On As used in the Third Amendment Effective Credit Agreement, “Applicable Margin” shall, with respect to the Incremental Tranche A Term Loans, be deemed to mean (a) 1.50% in the case of Base Rate Loans and (b) 2.50% in the case of Eurodollar Loans; provided, however, that the foregoing margins shall be subject to change in accordance with the below pricing grid following the first Adjustment Date and thereafter(as defined below) occurring after the fiscal quarter ending September 30, 2012. > 4.5 2.50 % 1.50 % £4.5 to > 3.5 2.25 % 1.25 % £ 3.5 2.00 % 1.00 % Changes in the Applicable Margin with respect to the Incremental Tranche A Term Loan D Loans resulting from changes in the Pricing Ratio shall become effective on each Adjustment Date, and any such change shall remain in effect until the next Adjustment Date. The “Adjustment Date” in respect of each fiscal period shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. The Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day date on which financial statements are required to be delivered to the Administrative Agent Lenders pursuant to Sections Section 6.1 and 6.2 hereof(but in any event not later than the 45th day after the end of each of the first three quarterly periods of each fiscal year or the 90th day after the end of each fiscal year, as the case may be). If any financial statements referred to above are not delivered within the time periods specified above, and (B) with respect to a decrease in the Applicable Marginthen, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that until such financial statements are actually delivered delivered, the highest rate set forth in each column of the pricing grid above shall apply. In addition, at all times while an Event of Default shall have occurred and be continuing, the highest rate set forth in each column of the pricing grid above shall apply. Each determination of the Pricing Ratio pursuant hereto shall be made with respect to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if fiscal quarter of the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after ending at the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery covered by the Borrower to the Administrative Agent of such relevant financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%.

Applicable Margin. On The applicable margin per annum provided for in Section 5.1(a) with respect to any Loan (the Third Amendment "Applicable Margin") shall be based upon the table set forth below by reference to the Leverage Ratio and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after the date by which the Borrower is required to provide an Officer's Compliance Certificate for the most recently ended fiscal quarter of the Borrowers and their Subsidiaries; provided that (a) the initial Applicable Margin shall be (i) 4.00% for all Base Rate Loans and (ii) 5.00% for all LIBOR Rate Loans until the Stage Two Effective Date and thereafterthereafter shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers and their Subsidiaries preceding the applicable Calculation Date, and (b) if the Borrowers fail to provide the Officer's Compliance Certificate as required by Section 7.2 for the most recently ended fiscal quarter of the Borrowers and their Subsidiaries preceding the applicable Calculation Date, the Applicable Margin with respect from such Calculation Date shall be based on Tier I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Tier shall be determined by reference to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrowers and for LIBOR Advances, 2.50%their Subsidiaries preceding such Calculation Date. The Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of from one Calculation Date until the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease next Calculation Date. Any adjustment in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect Margin shall be applicable to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is all Advances then existing or subsequently made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the issued.: Applicable Applicable Margin is based upon a Borrower for Base Margin for Tier Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial statements: Rate Loans LIBOR Loans ---- ------------------------ --------------- ----------- I Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 2.00 to 1.00 1.254.00% 2.255.00% II Less than 2.00 to 1.00 but greater than or equal to 1.50 to 1.00 3.50% 4.50% III Less than 1.50 to 1.00 3.00% 4.00%

Applicable Margin. On The Applicable Margin provided for in Section 5.1(a) with respect to any Loan (the Third Amendment Effective Date “Applicable Margin”) shall be based upon the table set forth below and thereaftershall be determined and adjusted quarterly on the date (each a “Calculation Date”) ten (10) Business Days after the date by which the Borrower is required to provide an Officer’s Compliance Certificate for the most recently ended Fiscal Quarter; provided, however, that (a) the initial Applicable Margin shall be based on Pricing Level III (as shown below) and shall remain at Pricing Level III until receipt by the Administrative Agent of the Officer’s Compliance Certificate for the Fiscal Quarter ending on or nearest to December 31, 2005 and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter preceding the applicable Calculation Date, and (b) if the Borrower fails to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended Fiscal Quarter preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time (but with no retroactive effect) the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter preceding such Calculation Date; provided further, however, that the Applicable Margin, with respect to the any Incremental Term Loan D Loans of any Series shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%agreed upon at the time the Incremental Commitments of such Series are established pursuant to Section 14.24. The Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of from one Calculation Date until the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease next Calculation Date. Any adjustment in the Applicable Margin, as Margin shall be applicable to all Extensions of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is Credit then existing or subsequently made or (3) except with respect issued. IV Greater than 3.00 to Interest Periods ending (1.00 2.25 % 1.25 % 2.00 % 1.00 % Greater than 2.50 to 1.00, but less than or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio III equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 3.00 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial statements: 1.00 2.00 % 1.00 % 2.00 % 1.00 % Greater than 4.00 2.00 to 1.00, but less than or II equal to 2.50 to 1.00 1.501.75 % 2.500.75 % 2.00 % 1.00 % I Less than or equal to 4.00 to 1.00 1.252.00 1.50 % 2.250.50 % 1.75 % 0.75 %

Applicable Margin. On the Third Amendment Effective Date and thereafter, the Applicable Margin with respect to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. (i) The Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and of the Senior Leverage Ratio Borrower set forth on a pro forma basis (after giving effect to any requested Advances) in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii2.3(g) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereofhereof (or, if applicable, the monthly financial statements delivered by the Borrower), as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, (x) the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereofhereof or (y) if applicable, the one year anniversary of the Agreement Date, as the case may be. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s 's fiscal year (or within ninety one hundred twenty (90120) days after the end of the last fiscal quarter of the Borrower’s 's fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 of 4.0 to 1.0 for the period from and including the forty-sixth (46th) day (or ninetyone hundred twenty-first (91st121st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial statements. The Applicable Margin in effect on the Agreement Date shall be based upon a certificate, dated the Agreement Date, by the Borrower's chief financial officer showing the Leverage Ratio on a pro forma basis (after giving effect to initial Advances hereunder) and delivered to the Administrative Agent on the Agreement Date. (i) Prior to receipt by the Borrower of (x) Threshold Debt Proceeds and (y) the Cash Equity Proceeds, the Applicable Margin shall be set forth below: Base Rate Advance LIBOR Advance Leverage Ratio Applicable Margin Applicable Margin -------------- ----------------- ----------------- Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 4.0 to 1.00 1.251.0 0.750% 2.251.750% Greater than or equal to 3.5 to 1.0 but less than 4.0 to 1.0 0.625% 1.625% Greater than or equal to 3.0 to 1.0 but less than 3.5 to 1.0 0.500% 1.500% Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 0.500% 1.375% Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0 0.500% 1.250% Less than 2.0 to 1.0 0.375% 1.250% (ii) Notwithstanding the foregoing table above for all periods prior to the twelve (12) month anniversary of the Agreement Date, the Applicable Margin for LIBOR borrowings under the Facility B Commitment will be no lower than 1.500%. (i) following receipt by the Borrower of (ii) the Threshold Debt Proceeds and (iii) the Cash Equity Proceeds, the Applicable Margin shall be as set forth below: Base Rate Advance LIBOR Advance Leverage Ratio Applicable Margin Applicable Margin Greater than or equal to 4.5 to 1.0 0.750% 1.750% Greater than or equal to 4.0 to 1.0 but less than 4.5 to 1.0 0.500% 1.500% Greater than or equal to 3.5 to 1.0 but less than 4.0 to 1.0 0.375% 1.375% Greater than or equal to 3.0 to 1.0 but less than 3.5 to 1.0 0.375% 1.250% Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 0.375% 1.125% Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0 0.375% 1.000% Less than 2.0 to 1.0 0.250% 1.000% (ii) Notwithstanding the foregoing table above for all periods prior to the twelve (12) month anniversary of the Agreement Date, the Applicable Margin for LIBOR Advances under the Facility B Commitment will be no lower than 1.250%.

Applicable Margin. On the Third Amendment Effective Date and thereafter, the Applicable Margin with respect to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. The Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction adjustment (upwards or increasedownwards, as applicableappropriate) based on the Leverage Ratio at the end of each of the first three fiscal quarters and the fiscal year of the Company. The Leverage Ratio shall be determined (i) for the period from the Closing Date until the Company delivers its monthly financial statements for the period ending as at March 31, 1996, by determining Total Debt on the Closing Date after giving effect to the making of the Loans and as set forth the consummation of the other Transactions which are consummated on such date and by determining Operating Cash Flow for the twelve-month period ending December 31, 1995, (ii) in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) case of determinations made with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s Company's fiscal year thereafter, by reference to the monthly financial statements for the month ending on the last day of such fiscal quarter and the Compliance Certificate for such fiscal quarter delivered pursuant to Sections 6.1(b) and (or within ninety d) and (90iii) days after in the end case of determinations made with respect to the last fiscal quarter of the Borrower’s Company's fiscal year, by reference to the financial statements and Compliance Certificate delivered by the Company pursuant to Sections 6.1(a) and (d), as required by Sections 6.1 or 6.2 hereofprovided that for the purposes of clauses (i), it (ii) and (iii) above, for all periods prior to the purchase of the Noble Stock pursuant to the Noble Stock Purchase and Warrant Redemption Agreement, all calculations shall be conclusively presumed that made on a combined pro forma basis (excluding the Noble Denver Stations other than, to the extent applicable, the Noble Denver Stations which are subject to a Local Marketing Agreement) as if such Noble Stock had been purchased on or prior to the first day of such period, all as certified to by an Authorized Officer of the Company, and attaching to such certificate, combined pro forma financial statements in support of such calculations. The adjustment, if any, to the Applicable Margin is based upon a Borrower Leverage Ratio equal to shall be effective commencing on the highest level set forth in fifth Business Day after the table below delivery of such quarterly or annual financial statements and a Senior Leverage Ratio greater than 2.5 to 1.0 Compliance Certificate and shall be effective only for the period from and including subsequent to such date. In the forty-sixth (46th) day (or ninety-first (91st) day, in event that the case of the last quarter) after the end of such fiscal quarter, as the case may be, Company shall at any time fail to furnish to the Business Day following Banks the delivery by financial statements and Compliance Certificate required to be delivered pursuant to Section 6.1(a), (b) or (d), the Borrower maximum Applicable Margin shall apply until such time as such financial statements and Compliance Certificate are so delivered to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%Agent.

Applicable Margin. On the Third Amendment Effective Date and thereafter, the Applicable Margin with respect to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. The Applicable Margin with respect to shall be determined based upon the Term Loan D Loans chart below and shall be subject to reduction adjustment (upwards or increasedownwards, as applicable, and as set forth in appropriate) based on the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any each of the first three fiscal quarters of the Borrower’s each fiscal year (or within ninety (90) days after of the Company and at the end of each fiscal year of the Company. The Leverage Ratio shall be determined (i) in the case of determinations made with respect to the first three fiscal quarters of the Company's fiscal year, by reference to the monthly financial statements for the month ending on the last day of such fiscal quarter and the Compliance Certificate for such fiscal quarter delivered pursuant to Sections 6.1(b) and 6.1(d) and (ii) in the case of determinations made with respect to the last fiscal quarter of the Borrower’s Company's fiscal year, by reference to the financial statements and Compliance Certificate delivered by the Company pursuant to Sections 6.1(a) and 6.1(d), as required by Sections 6.1 or 6.2 hereofprovided that for the purposes of clauses (i) and (ii) above, it for all periods prior to the purchase of all the outstanding common stock of Noble, all calculations shall be conclusively presumed that made on a combined PRO FORMA basis (excluding the radio stations of Noble located in Denver other than, to the extent applicable, such of those stations which were at the applicable time subject to a Local Marketing Agreement) as if such common stock had been purchased on or prior to the first day of such period, all as certified to by an Authorized Officer of the Company, and attaching to such certificate combined PRO FORMA financial statements in support of such calculations. The adjustment, if any, to the Applicable Margin is based upon a Borrower Leverage Ratio equal to shall be effective commencing on the highest level set forth in fifth Business Day after the table below delivery of such monthly financial statements (for the last month of each fiscal quarter of the Company) or annual financial statements and a Senior Leverage Ratio greater than 2.5 to 1.0 Compliance Certificate and shall be effective only for the period from and including subsequent to such date. In the forty-sixth (46th) day (or ninety-first (91st) day, in event that the case of the last quarter) after the end of such fiscal quarter, as the case may be, Company shall at any time fail to furnish to the Business Day following Lenders the delivery by financial statements and Compliance Certificate required to be delivered pursuant to Section 6.1(a), (b) or (d), the Borrower maximum Applicable Margin shall apply until such time as such financial statements and Compliance Certificate are so delivered to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%Agent.

Applicable Margin. On The last paragraph of the Third Amendment Effective Date definition of “Applicable Margin” set forth in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and thereafterthe following substituted therefor: “The Applicable Margin shall be re-determined as of the first day of each quarter. Notwithstanding anything to the contrary herein, (i) during the Special Period, (A) the Applicable Margin with respect to the Term Loan D on Special Loans outstanding shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. The Applicable Margin with respect to set at the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth margin in the tables below, based upon the Borrower Leverage Ratio and the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, row styled “Level III” above plus two (2%) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may bepercent per annum, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to on all other Revolving Loans shall be set at the margin in the row styled “Level III” above, and (ii) the Applicable Margin shall be the highest level percentage set forth in the table below grid above (or, in the case of Special Loans outstanding during the Special Period, the percentage determined under the foregoing clause (i) of this sentence) plus two (2%) percent per annum, at Agent’s option without notice, (A) for the period on and a Senior Leverage Ratio greater than 2.5 to 1.0 after the date of termination or non-renewal hereof until such time as all Obligations are indefeasibly paid and satisfied in full in immediately available funds, (B) for the period from and including after the forty-sixth date of the occurrence of any Event of Default, and for so long as such Event of Default is continuing as determined by Agent, and (46thC) day on the Revolving Loans to Borrowers at any time outstanding in excess of the Borrowing Base (whether or ninety-first (91stnot such excess(es) day, arise or are made with or without Agent’s or any Lender’s knowledge or consent and whether made before or after an Event of Default). The Applicable Margin as of the Closing Date shall be the Applicable Margin shall be set at the margin in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial statements: Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 to 1.00 1.25% 2.25%row styled “Level II” above.”

Applicable Margin. On (i) With respect to any Advance under the Third Amendment Effective Date Revolving Commitment and thereafterTerm A Loans, the Applicable Margin with respect to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. The Applicable Margin with respect to as of any calculation date the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in interest rate margin determined by the tables below, Administrative Agent based upon the Borrower Leverage Ratio and determined for the Senior Leverage Ratio set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required most recent fiscal quarter end, to be delivered for the fiscal quarter most recently ended pursuant adjusted from time to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements referred to in Section 6.1 hereof are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower’s fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 to 1.0 for the period from and including the forty-sixth (46th) day (or ninety-first (91st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery furnished by the Borrower to the Administrative Agent and each Lender for the fiscal quarter most recently ended, expressed as a per annum rate of such financial statementsinterest as follows: Base Rate Eurodollar Advance Advance Applicable Applicable Leverage Ratio Margin Margin ---------------------------------- ---------- ----------- Pricing Level 1 Greater than 5.00 1.500% 2.500% Pricing Level 2 Greater than 4.00 but less than or 1.250% 2.250% equal to 1.00 1.505.00 Pricing Level 3 Greater than 3.00 but less than or 1.000% 2.502.000% equal to 4.00 Pricing Level 4 Less than or equal to 4.00 3.00 0.750% 1.750% In the event that the Borrower fails to 1.00 1.25timely provide (A) the financial statements referred to above in accordance with the terms of Section 6.1 hereof or (B) the Performance Certificate referred to in Section 6.3 hereof, and without prejudice to any additional rights under Section 8.2 hereof, Pricing Level 1 shall apply as of the fifth day after the date on which such statements or certificate were required to have been delivered until the actual delivery of such statements or certificate. Subject to the immediately preceding sentence, from the Agreement Date until the second Business Day after the first date on which the financial statements referred to in Section 6.1 hereof are required to be furnished, Pricing Level 2 shall apply. (ii) With respect to the Term B Loans, the Applicable Margin for Eurodollar Advances shall be 3.00% 2.25%per annum and the Applicable Margin for Base Rate Advances shall be 2.00% per annum.

Applicable Margin. On the Third Amendment Effective Date and thereafter, the Applicable Margin with respect to the Term Loan D Loans shall be for Base Rate Advances, 1.50%, and for LIBOR Advances, 2.50%. (i) The Applicable Margin with respect to the Term Loan D Loans shall be subject to reduction or increase, as applicable, and as set forth in the tables below, based upon the Borrower Leverage Ratio and of the Senior Leverage Ratio Borrower set forth on a pro forma basis (after giving effect to any requested Advances) in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof; provided that the Applicable Margins set forth in the tables below shall be increased by 25 bps at any time when the Senior Leverage Ratio is greater than 2.5 to 1.0. The adjustment provided for in this Section 2.3(f)(ii2.3(g) shall be effective (A) with respect to an increase of the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) the day on which financial statements are required to be delivered to the Administrative Agent pursuant to Sections 6.1 and 6.2 hereofhereof (or, if applicable, the monthly financial statements delivered by the Borrower), as the case may be, and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earliest of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the Administrative Agent, (x) the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereofhereof or (y) if applicable, the one year anniversary of the Agreement Date, as the case may be. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of any of the first three fiscal quarters of the Borrower’s 's fiscal year (or within ninety one hundred twenty (90120) days after the end of the last fiscal quarter of the Borrower’s 's fiscal year), as required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed that the Applicable Margin is based upon a Borrower Leverage Ratio equal to the highest level set forth in the table below and a Senior Leverage Ratio greater than 2.5 of 4.0 to 1.0 for the period from and including the forty-sixth (46th) day (or ninetyone hundred twenty-first (91st121st) day, in the case of the last quarter) after the end of such fiscal quarter, as the case may be, to the Business Day following the delivery by the Borrower to the Administrative Agent of such financial statements. The Applicable Margin in effect on the Agreement Date shall be based upon a certificate, dated the Agreement Date, by the Borrower's chief financial officer showing the Leverage Ratio on a pro forma basis (after giving effect to initial Advances hereunder) and delivered to the Administrative Agent on the Agreement Date. (i) Prior to receipt by the Borrower of (x) Threshold Debt Proceeds and (y) the Cash Equity Proceeds, the Applicable Margin shall be set forth below: Base Rate Advance LIBOR Advance Leverage Ratio Applicable Margin Applicable Margin Greater than 4.00 to 1.00 1.50% 2.50% Less than or equal to 4.00 4.0 to 1.00 1.251.0 0.250% 2.251.250% Greater than or equal to 3.5 to 1.0 but less than 4.0 to 1.0 0.125% 1.125% Greater than or equal to 3.0 to 1.0 but less than 3.5 to 1.0 0.000% 1.000% Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 0.000% 0.875% Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0 0.000% 0.750% Less than 2.0 to 1.0 0.000% 0.875% (ii) Notwithstanding the foregoing table above for all periods prior to the twelve (12) month anniversary of the Agreement Date, the Applicable Margin for LIBOR borrowings under the Facility A Commitment will be no lower than 1.000%. (i) following receipt by the Borrower of (ii) the Threshold Debt Proceeds and (iii) the Cash Equity Proceeds, the Applicable Margin shall be as set forth below: Base Rate Advance LIBOR Advance Leverage Ratio Applicable Margin Applicable Margin Greater than or equal to 4.5 to 1.0 0.250% 1.250% Greater than or equal to 4.0 to 1.0 but less than 4.5 to 1.0 0.125% 1.125% Greater than or equal to 3.5 to 1.0 but less than 4.0 to 1.0 0.000% 1.000% Greater than or equal to 3.0 to 1.0 but less than 3.5 to 1.0 0.000% 0.875% Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 0.000% 0.750% Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0 0.000% 0.625% Less than 2.0 to 1.0 0.000% 0.750% (ii) Notwithstanding the foregoing table above for all periods prior to the twelve (12) month anniversary of the Agreement Date, the Applicable Margin for LIBOR Advances under the Facility A Commitment will be no lower than 0.875%.