FS Investment Corporation III 8-K


 


 


Exhibit 10.1


 


	Citibank,
    N.A.	 
	390
    Greenwich Street	 
	New
    York, New York 10013	 
	 	 







 


EXECUTION
COPY


 


		Date:	June 26,
                                         2014 (as amended and restated as of March 31, 2018)



 


		To:	Center
                                         City Funding LLC



c/o
FS Investment Corporation III


201
Rouse Boulevard


Philadelphia,
PA 19112


Attention:
Edward T. Gallivan, Jr.


Phone:
215-220-4531


Fax:
215-222-4649


Email:
credit.notices@fsinvestments.com


 


		From:	Citibank,
                                         N.A.

                                         388 Greenwich Street

                                         11th Floor

                                         New York, New York 10013

                                         Attention: Director Derivative
                                         Operations

                                         Facsimile: 212-615-8594



 


Transaction
Reference Number: __________


 


CONFIRMATION


 


Ladies
and Gentlemen:


 


The
purpose of this letter agreement is to set forth the terms and conditions of the Transactions entered into between Citibank, N.A.
(“Citibank”) and Center City Funding LLC, a limited liability company formed under the laws of the State
of Delaware (“Counterparty”), on the Trade Date specified below (each, a “Transaction”
and, collectively, the “Transactions”). This letter constitutes a “Confirmation” as referred
to in the Master Agreement specified below.


 


The
definitions and provisions contained in the 2000 ISDA Definitions (the “Definitions”), as published
by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency
between the Definitions and this Confirmation, this Confirmation shall govern. Capitalized terms used but not defined in this
Confirmation have the meanings assigned to them in Annex A. Capitalized terms used but not defined in this Confirmation or
in Annex A have the meanings assigned to them in the Definitions.


 


With
effect from and after the Eighth Amendment Effective Date referred to below, this Confirmation amends and restates the prior Confirmation
dated as of June 26, 2014 as amended and restated as of August 25, 2014, September 29, 2014, January 28, 2015, June 26, 2015,
October 14, 2015, June 27, 2016, June 27, 2017 and September 5, 2017 between Citibank and Counterparty (the “Original
Confirmation”) relating to the Transactions described herein, which Original Confirmation is hereby superseded and
shall be of no further force or effect.


 






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1.          Agreement


 


This
Confirmation supplements, forms a part of and is subject to, the ISDA 2002 Master Agreement, dated as of June 26, 2014 (as amended,
supplemented and otherwise modified and in effect from time to time, the “Master Agreement”), between
Citibank and Counterparty. All provisions contained in the Master Agreement govern this Confirmation except as expressly modified
below.


 


2.          Terms
of Transactions


 


The
terms of the particular Transactions to which this Confirmation relates are as follows:


 


	General
    Terms:	 
	 	 
	Trade
    Date:	June
    26, 2014
	 	 
	Effective
    Date:	June
    26, 2014
	 	 
	Amendment
    Effective Date:	August
    25, 2014
	 	 
	Second
    Amendment Effective Date:	September
    29, 2014
	 	 
	Third
    Amendment Effective Date:	January
    28, 2015
	 	 
	Fourth
    Amendment Effective Date:	June
    26, 2015
	 	 
	Fifth
    Amendment Effective Date:	October
    14, 2015
	 	 
	Sixth
    Amendment Effective Date:	June
    27, 2016
	 	 
	Seventh
    Amendment Effective Date:	June
    27, 2017
	 	 
	Eighth
    Amendment Effective Date:	September
    5, 2017
	 	 
	Ninth
    Amendment Effective Date:	March
    31, 2018
	 	 
	Scheduled
    Termination Date:	The
    latest date for the final scheduled payment (or, if there is only one scheduled payment, for the scheduled payment) of principal
    of any Reference Obligation at any time included in the Reference Portfolio.
	 	 
	Termination
    Date:	The
    final Scheduled Settlement Date (as defined in the Master Agreement) with respect to all Transactions (other than (i) any
    Citibank Fixed Amount Payer Payment Date that occurs after the final Obligation Termination Date and (ii) any Counterparty
    Fourth Floating Rate Payer Payment Date).  The obligations of the parties to make payments required to be made hereunder
    shall survive the Termination Date.



 






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	Obligation
    Termination Date:	(a)
                                         In relation to any Repaid Obligation, the related Repayment Date; and

         

        (b) In
relation to any Terminated Obligation, the related Termination Settlement Date. 

	 	 
	Reference
    Portfolio:	As
    of any date of determination, all Reference Obligations with respect to all Transactions outstanding on such date.
	 	 
	Reference
    Obligation:	Each
    obligation listed on Annex I from time to time having a Reference Amount equal to the “Reference Amount”
    indicated on Annex I for such obligation (and, in the case of a Committed Obligation, having an Outstanding Principal
    Amount equal to the “Outstanding Principal Amount” indicated on Annex I for such Committed Obligation), in
    each case, subject to adjustment by the Calculation Agent in accordance with the terms of this Confirmation.
	 	 
	 	Counterparty
                                     may, by notice to Citibank on any Business Day on or after the Trade Date (each, an “Obligation
                                     Trade Date”), designate that any obligation (each, a “Reference
                                     Obligation”) shall become the subject of a Transaction hereunder. Any such
                                     notice shall specify the proposed Reference Obligation and the proposed Reference Amount,
                                     Reference Entity and Initial Price in relation to such Transaction.

         

        Notwithstanding
        the foregoing, no such designation by Counterparty will be effective unless:

         

        (a)       Citibank
        consents on or prior to the Obligation Trade Date to the relevant Reference Obligation becoming the subject of a Transaction
        hereunder (having the proposed Reference Amount and Initial Price in the notice of designation from Counterparty);

         

        (b)       on
        the Obligation Trade Date (i) the relevant Reference Obligation satisfies the Obligation Criteria set forth in Annex II
        and (ii) the Portfolio Criteria set forth in Annex II are satisfied (or, if any Portfolio Criterion is not satisfied
        immediately prior to such designation, then the extent of compliance with such Portfolio Criterion is improved); and

         

        (c)       if
the relevant Reference Obligation would be a Specified Reference Obligation, Counterparty gives notice of such fact to Citibank
in such notice of designation (provided that any failure to give such notice shall not affect the effectiveness of such designation).




 






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        Without limiting the generality of
        the foregoing clause (a), Citibank may withhold its consent to any such designation based on any legal, accounting, tax or other
        similar issues that are adverse to Citibank in any material respect and that would or could reasonably be expected to arise as
        a result of the entry into such Transaction or any purchase by the Citibank Holder of such Reference Obligation as a hedge for
        such Transaction. In the event that Citibank determines not to hold, or cause to be held, all or any portion of any such Reference
        Obligation as a hedge for such Transaction on the Obligation Settlement Date for such Transaction, Citibank shall give prompt notice
        thereof to Counterparty.

         

        The “Obligation Settlement
        Date” for a Transaction shall be the date following the Obligation Trade Date for such Transaction that is customary
        for settlement of the related Reference Obligation substantially in accordance with the then-current market practice in the principal
        market for the related Reference Obligation (as determined by the Calculation Agent).

         

        On the Obligation Trade Date for a Transaction,
        the Reference Amount of such Transaction shall, for all purposes hereof (including the determination of the “Maximum Portfolio
        Notional Amount”) other than calculating Rate Payments, be increased by the “Reference Amount” specified in such
        notice from Counterparty. On the Obligation Settlement Date for a Transaction, the Reference Amount of such Transaction shall,
        solely for the purposes of calculating Rate Payments, be increased by the “Reference Amount” specified in such notice
        from Counterparty.

         

        Once a Reference Obligation becomes the
        subject of a Transaction hereunder, Citibank shall promptly prepare and deliver to Counterparty a revised Annex I reflecting
        the Reference Portfolio as of the related Obligation Trade Date.

         

        If any payment of interest on
a Reference Obligation that would otherwise be made during the period from and including the Obligation Trade Date to but excluding
the Termination Trade Date is not made but is capitalized as additional principal (without default), then the amount of interest
so capitalized as principal shall become a new Transaction hereunder (a “PIK Transaction”) having the
same terms and conditions as the Transaction relating to the Reference Obligation in respect of which such interest is capitalized,
except that (1) the Initial Price in relation to such PIK Transaction shall be zero, (2) the Obligation Trade Date and
Obligation Settlement Date for such PIK Transaction shall be the date on which such interest is capitalized and (3) the Reference
Amount of such PIK Transaction will be the amount of interest so capitalized as principal. Citibank shall give notice to Counterparty
after a PIK Transaction becomes outstanding as provided above, which notice shall set forth the information in the foregoing clauses
(2) and (3). 





 






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	Reference
    Entity:	The
    borrower of the Reference Obligation identified as such in Annex I hereto.  In addition, “Reference Entity”,
    unless the context otherwise requires, shall also refer to any guarantor of or other obligor on the Reference Obligation.
	 	 
	Ramp-Up
    Period:	The
    period from and including the Effective Date and ending on and including the date occurring 90 days after the Effective Date.
	 	 
	Ramp-Down
    Period:	The
    period from and including the date 90 days prior to the Scheduled Termination Date and ending on and including the Scheduled
    Termination Date.
	 	 
	Portfolio
    Notional Amount:	As
    of any date of determination, the sum of the Notional Amounts for all Reference Obligations as of such date.
	 	 
	Notional
    Amount:	(a)
                                     In relation to any Transaction (other than with respect to any Terminated Obligation or Repaid
                                     Obligation), as of any date of determination, the Reference Amount of the related Reference
                                     Obligation as of such date multiplied by the Initial Price in relation to such Reference
                                     Obligation; and

         

        (b) In
relation to any Transaction with respect to a Terminated Obligation or Repaid Obligation, the amount of the reduction in the Reference
Amount of the related Reference Obligation determined, in the case of a Terminated Obligation, pursuant to Clause 3 or, in
the case of a Repaid Obligation, pursuant to Clause 5, in each case multiplied by the Initial Price in relation to
the related Reference Obligation. 




 






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	Outstanding
    Principal Amount:	In
    relation to any Reference Obligation as of any date of determination, the outstanding principal amount of such obligation
    as shown in the then-current Annex I, as increased pursuant to this Clause 2 (or, in the case of any Committed Obligation,
    pursuant to any borrowing in respect of such Committed Obligation after the Obligation Trade Date) and reduced pursuant to
    Clauses 3 and 5.  Except as otherwise expressly provided below with respect to Counterparty First Floating
    Amounts, the principal amount of any Committed Obligation outstanding on any date shall include the aggregate stated face
    amount of all letters of credit, bankers’ acceptances and other similar instruments issued in respect of such Committed
    Obligation to the extent that the holder of such Committed Obligation is obligated to extend credit in respect of any drawing
    or other similar payment thereunder.
	 	 
	Commitment
    Amount:	In
    relation to any Reference Obligation that is a Committed Obligation (and the related Transaction) as of any date of determination,
    the maximum outstanding principal amount of such Reference Obligation that a registered holder thereof would on such date
    be obligated to fund (including all amounts previously funded and outstanding, whether or not such amounts, if repaid, may
    be reborrowed).
	 	 
	Notional
    Funded Amount:	In
relation to any Reference Obligation that is a Committed Obligation (and to the related Transaction) as of any date of determination,
the greater of (a) zero and (b) the sum of (i) the Outstanding Principal Amount of such Reference Obligation as
of the Obligation Trade Date multiplied by the Initial Price in relation to such Reference Obligation minus (ii) the product
of (x) the excess, if any, of the Commitment Amount of such Reference Obligation as of the Obligation Trade Date over the
Outstanding Principal Amount of such Reference Obligation as of the Obligation Trade Date multiplied by (y) 100% minus the
Initial Price in relation to such Reference Obligation plus (iii) any increase in the Outstanding Principal Amount of such
Reference Obligation during the period from but excluding the Obligation Trade Date to and including such date of determination
minus (iv) any decrease in the Outstanding Principal Amount of such Reference Obligation during the period from but excluding
the Obligation Trade Date to and including such date of determination.




 






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	 	In
        relation to any Reference Obligation that is a Term Obligation (and the related Transaction) as of any date of determination,
        the Notional Amount of such Reference Obligation.
	 	 
	Portfolio
    Notional Funded Amount:	As
    of any date of determination, the aggregate of all Notional Funded Amounts with respect to all Reference Obligations in the
    Reference Portfolio on such date of determination.
	 	 
	Reference
    Amount:	In
    relation to (a) any Term Obligation, the Outstanding Principal Amount thereof and (b) any Committed Obligation,
    the Commitment Amount thereof.
	 	 
	Maximum
    Portfolio Notional Amount:	USD500,000,000
	 	 
	Utilization
    Amount:	In
    relation to any Calculation Period, the daily average of the Portfolio Notional Funded Amount during such Calculation Period.
	 	 
	Business
    Day:	New
    York
	 	 
	Business
    Day Convention:	Following
                                     (which shall apply to any date specified herein for the making of any payment or determination
                                     or the taking of any action which falls on a day that is not a Business Day).

         

        If
any anniversary date specified herein would fall on a day on which there is no corresponding day in the relevant calendar month,
then such anniversary date shall be the last day of such calendar month. 

	 	 
	Floating
    Rate Index:	Whenever
    in this Confirmation reference is made to any Floating Rate Option or to USD-LIBOR-BBA (each, a “Floating Rate
    Index”), in no event may such Floating Rate Index be less than zero.
	 	 
	Monthly
    Period:	Each
    period from but excluding the last day of any calendar month to and including the last day of the immediately succeeding calendar
    month.
	 	 
	Calculation
    Agent:	Citibank;
    provided that, if an Event of Default described in Section 5(a)(i) or Section 5(a)(vii) occurs with respect
    to Citibank as Defaulting Party and no Event of Default has occurred and is continuing with respect to Counterparty as Defaulting
    Party, then Counterparty may designate any of Bank of America, NA, The Bank of Montreal, Barclays Bank plc, Canadian Imperial
    Bank of Commerce, Credit Suisse, Deutsche Bank AG, JPMorgan Chase Bank, N.A., UBS AG and Wells Fargo Bank, National Association
    as Calculation Agent, which designation shall be effective only (a) if such designated entity accepts such appointment
    and agrees to perform the duties of the Calculation Agent hereunder and (b) so long as such Event of Default with respect
    to Citibank as Defaulting Party continues.  Unless otherwise specified, the Calculation Agent shall make all determinations,
    calculations and adjustments required pursuant to this Confirmation in good faith and on a commercially reasonable basis.



 






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	Calculation
    Agent City:	New
    York
	 	 
	Initial
    Price:	In
    relation to any Reference Obligation (and the related Transaction), the Initial Price specified in Annex I.  The
    Initial Price (a) will be expressed exclusive of accrued interest, (b) will be expressed as a percentage of the
    Reference Amount, (c) will be determined exclusive of Costs of Assignment that would be incurred by a buyer in connection
    with any purchase of the Reference Obligation and exclusive of any Delay Compensation and (d) will be, as of the related
    Obligation Trade Date, the “Initial Price” specified by Counterparty to Citibank in the notice of designation
    referred to above and consented to by Citibank.
	 	 
	Payments
    by Counterparty	 
	 	 
	Counterparty
    First Floating Amounts:	 
	 	 
	First
    Floating Amount Payer:	Counterparty
	 	 
	First
    Floating Amount:	In
    relation to any First Floating Rate Payer Payment Date, the sum, for each Transaction, of the products of (a) the First
    Floating Rate Payer Calculation Amount for such Transaction for the related First Floating Rate Payer Calculation Period multiplied
    by (b) the Floating Rate Option for such Transaction during the related First Floating Rate Payer Calculation Period
    plus the Spread multiplied by (c) the Floating Rate Day Count Fraction; provided that, for purposes
    of the foregoing calculation, the percentage specified in the foregoing clause (b) shall be the Spread (and not the Floating
    Rate Option plus the Spread) with respect to any portion of a First Floating Rate Payer Calculation Amount constituting
    the undrawn stated face amount of all letters of credit, bankers’ acceptances and other similar instruments issued in
    respect of a related Committed Obligation.



 






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	First
                                     Floating Rate Payer

        Calculation
        Amount:

         
	In
    relation to any First Floating Rate Payer Calculation Period and any Transaction, the daily average of the Notional Funded
    Amount of such Transaction during such First Floating Rate Payer Calculation Period.
	 	 
	First
                                     Floating Rate Payer

        Calculation
        Period:

         
	In
    relation to any Transaction, each Monthly Period, except that (a) the initial First Floating Rate Payer Calculation Period
    will commence on, and include, the related Obligation Settlement Date and (b) the final First Floating Rate Payer Calculation
    Period will end on, but exclude, the related Obligation Termination Date.
	 	 
	First
                                     Floating Rate

        Payer
        Payment Date:

         
	(a)
                                     In relation to any Transaction (other than with respect to any Terminated Obligation or Repaid
                                     Obligation), the tenth Business Day following the last day of any Monthly Period, commencing
                                     with the first such date after the Obligation Settlement Date for such Transaction and ending
                                     with the last such date occurring prior to the related Obligation Termination Date; and

         

        (b) In
relation to any Terminated Obligation or Repaid Obligation, the related Total Return Payment Date. 

	 	 
	Floating
    Rate Option:	In
    relation to any Transaction, USD-LIBOR-BBA.
	 	 
	Designated
    Maturity:	In
    relation to any Transaction, one month.
	 	 
	Spread:	1.55%
	 	 
	Floating
                                     Rate Day

        Count
Fraction:
	In
    relation to any Transaction, Actual/360.
	 	 
	Reset
    Dates:	The
    first day of each First Floating Rate Payer Calculation Period.
	 	 
	Compounding:	Inapplicable
	 	 
	Counterparty
    Second Floating Amounts:	 
	 	 
	Second
    Floating Amount Payer:	Counterparty



 






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	Second
    Floating Amount:	In
                                     relation to any Second Floating Rate Payer Payment Date, the product of (a) the Second
                                     Floating Rate Payer Calculation Amount for the related Second Floating Rate Payer Calculation
                                     Period multiplied by (b) the Spread multiplied by (c) the Floating
                                     Rate Day Count Fraction.

         

        Notwithstanding
the foregoing, no Second Floating Amount shall be payable on any Second Floating Rate Payer Payment Date, and no amount shall
be payable under Clause 4(c) on any date after the last day of the Ramp-Up Period, (a) on or following the Termination
Date if the Termination Date results from the designation of an Early Termination Date pursuant to Section 6(a) of the Master
Agreement by reason of an Event of Default under Section 5(a)(i) or 5(a)(vii) of the Master Agreement in relation to Citibank
as the Defaulting Party or (b) on or following any date on which each of the following two conditions has been satisfied: (i) Counterparty
has designated at least 20 Designated Reference Obligations to become the subject of Transactions hereunder (as contemplated opposite
the caption “Reference Obligation” above) and (ii) the aggregate Notional Amount of all Designated Reference
Obligations as to which Citibank has not given its consent to such Designated Reference Obligations becoming the subject of Transactions
hereunder (as contemplated opposite the caption “Reference Obligation” above) exceeds 50% of the aggregate Notional
Amount of all Designated Reference Obligations that Counterparty has designated are to become the subject of Transactions hereunder
(as contemplated opposite the caption “Reference Obligation” above). 

	 	 
	Second
                                     Floating Rate Payer

        Calculation
        Amount:

         
	In
    relation to any Second Floating Rate Payer Calculation Period, the excess, if any, of (a) 80% of the Maximum Portfolio
    Notional Amount over (b) the Utilization Amount for such Second Floating Rate Payer Calculation Period.
	 	 
	Second
                                     Floating Rate Payer

        Calculation
        Period:

         
	Each
    Monthly Period; provided that (a) the initial Second Floating Rate Payer Calculation Period shall begin on the
    first day following the last day of the Ramp-Up Period and (b) the final Second Floating Rate Payer Calculation Period
    shall end on the last Second Floating Rate Payer Payment Date.



 






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	Second
                                     Floating Rate

        Payer
        Payment Dates:

         
	The
    tenth Business Day following the last day of each Monthly Period; provided that (a) the initial Second Floating
    Rate Payer Payment Date will be the first such Business Day after the last day of the Ramp-Up Period and (b) the final
    Second Floating Rate Payer Payment Date will be the day preceding the first day of the Ramp-Down Period.
	 	 
	Spread:	1.55%.
	 	 
	Floating
                                     Rate Day

        Count
Fraction:
	Actual/360.
	 	 
	Compounding:	Inapplicable
	 	 
	Counterparty
    Third Floating Amounts:	 
	 	 
	Third
    Floating Amount Payer:	Counterparty
	 	 
	Third
    Floating Amount:	In
    relation to any Third Floating Rate Payer Payment Date, the product of (a) the Third Floating Rate Payer Calculation
    Amount for the related Third Floating Rate Payer Calculation Period multiplied by (b) the Spread multiplied
    by (c) the Floating Rate Day Count Fraction.
	 	 
	Third
                                     Floating Rate Payer

        Calculation
        Amount:

         
	In
    relation to any Third Floating Rate Payer Calculation Period, the excess, if any, of (a) the Maximum Portfolio Notional
    Amount over (b) the greater of (i) 80% of the Maximum Portfolio Notional Amount and (ii) the daily average Portfolio
    Notional Funded Amount for such Third Floating Rate Payer Calculation Period.
	 	 
	Third
                                     Floating Rate Payer

        Calculation
        Period:

         
	Each
    Monthly Period; provided that (a) the initial Third Floating Rate Payer Calculation Period shall begin on the
    first day following the last day of the Ramp-Up Period and (b) the final Third Floating Rate Payer Calculation Period
    shall end on the last Third Floating Rate Payer Payment Date.
	 	 
	Third
                                     Floating Rate

        Payer
        Payment Dates:

         
	The
    tenth Business Day following the last day of each Monthly Period; provided that (a) the initial Third Floating
    Rate Payer Payment Date will be the first such Business Day after the last day of the Ramp-Up Period and (b) the final
    Third Floating Rate Payer Payment Date will be the day preceding the first day of the Ramp-Down Period.
	 	 
	Spread:	0.15%.



 






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	Floating
                                     Rate Day

        Count
Fraction: 
	Actual/360.
	 	 
	Compounding:	Inapplicable
	 	 
	Counterparty
    Fourth Floating Amounts:	 
	 	 
	Fourth
    Floating Amount Payer:	Counterparty
	 	 
	Fourth
    Floating Amount:	Each
    Expense or Other Payment.
	 	 
	Fourth
                                     Floating Rate

        Payer
        Payment Dates:

         
	In
    relation to any Transaction, (a) the tenth Business Day following the last day of each Monthly Period, beginning with
    the first such Business Day after the Obligation Settlement Date for such Transaction, (b) the related Obligation Termination
    Date and (c) after the related Obligation Termination Date, the tenth Business Day after notice of a Fourth Floating
    Amount from Citibank to Counterparty; provided that, prior to the tenth Business Day after the related Obligation Termination
    Date, if Counterparty has received less than ten Business Days’ notice from Citibank that such Fourth Floating Amount
    is due and payable, such Fourth Floating Rate Payer Payment Date shall be the tenth Business Day following the last day of
    the next succeeding Monthly Period.  The obligation of Counterparty to pay Fourth Floating Amounts in respect of
    any Transaction shall survive the related Obligation Termination Date.
	 	 
	Counterparty
    Fifth Floating Amounts:	 
	 	 
	Fifth
    Floating Amount Payer:	Counterparty
	 	 
	Fifth
    Floating Amount:	In
    relation to any Terminated Obligation or Repaid Obligation, Capital Depreciation, if any.
	 	 
	Fifth
                                     Floating Rate

        Payer
Payment Dates: 
	Each
    Total Return Payment Date.
	 	 
	Payments
    by Citibank:	 
	 	 
	Citibank
    Fixed Amounts:	 
	 	 
	Fixed
    Amount Payer:	Citibank



 






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	Fixed
    Amount:	In
    relation to any Transaction, the Interest and Fee Amount with respect to such Transaction for the related Fixed Amount Payer
    Payment Date.
	 	 
	Fixed
    Amount Payer Calculation Periods:	In
    relation to each Reference Obligation in the Reference Portfolio, each period from and including any date upon which a payment
    of interest is made on such Reference Obligation to but excluding the next such date; provided that (a) the initial
    Fixed Amount Payer Calculation Period shall commence on and include the Obligation Settlement Date for such Reference Obligation
    and (b) the final Fixed Amount Payer Calculation Period shall end on, but exclude, the related Obligation Termination
    Date.
	 	 
	Fixed
    Amount Payer Payment Dates:	(a)
                                     In relation to any Transaction (other than with respect to any Terminated Obligation or Repaid
                                     Obligation), the tenth Business Day following the last day of any Monthly Period, commencing
                                     with the first such date after the Obligation Settlement Date for such Transaction and ending
                                     with the last such date occurring prior to the related Obligation Termination Date; and

         

        (b) In
relation to any Transaction with respect to any Terminated Obligation or Repaid Obligation, the related Total Return Payment Date;
provided that, if interest on the Reference Obligation is actually paid on the scheduled interest payment date next succeeding
the related Obligation Termination Date, then the final Fixed Amount Payer Payment Date shall be the tenth Business Day next succeeding
the last day of the Monthly Period during which such scheduled interest payment date occurs. 

	 	 
	Citibank
    Floating Amounts:	 
	 	 
	Floating
    Amount Payer:	Citibank
	 	 
	Floating
    Amount:	In
    relation to any Terminated Obligation or Repaid Obligation, Capital Appreciation, if any.
	 	 
	Floating
    Rate Payer Payment Dates:	Each
    Total Return Payment Date.



 



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3.          Reference
Obligation Removal; Accelerated Termination.


 


Reference
Obligation Removal


 


(a)           A
Transaction may be terminated in whole by either party (or in part by Counterparty) in accordance with this Clause 3 by the
giving of notice (an “Accelerated Termination Notice”) to the other party (each such termination, an
“Accelerated Termination”).


 


		(i)	Counterparty
                                         shall be entitled to terminate any Transaction or any portion thereof by delivering an
                                         Accelerated Termination Notice to Citibank that is given (i) no later than the proposed
                                         Termination Trade Date and (ii) no more than 30 days, and no less than 10 days,
                                         prior to the proposed Termination Settlement Date; provided that, except in the
                                         case of the termination of all Transactions in connection with the occurrence of the
                                         Scheduled Termination Date, (x) the Portfolio Criteria set forth in Annex II
                                         would be satisfied on the proposed Termination Trade Date after giving effect to such
                                         termination (or, if any Portfolio Criterion is not satisfied immediately prior to such
                                         termination, the extent of compliance therewith would be maintained or improved after
                                         giving effect to such termination) and (y) after giving effect to such termination,
                                         no Delivery Amount (as defined in the Credit Support Annex) would be required under the
                                         Credit Support Annex to be transferred by Counterparty. The Accelerated Termination Notice
                                         shall specify the Reference Obligation that is the subject of such Accelerated Termination,
                                         the amount of the Terminated Obligation, the proposed Termination Trade Date and the
                                         proposed Termination Settlement Date.



 


		(ii)	Following
                                         the occurrence of a Credit Event (as determined by the Calculation Agent) with respect
                                         to the related Reference Entity (including any guarantor or other obligor referred to
                                         in the definition thereof), Citibank will have the right, but not the obligation, to
                                         request that Counterparty agree to increase the Independent Amount Percentage with respect
                                         to the related Transaction to (i) 100% minus (ii) the Supplemental Independent Amount
                                         Percentage. If Counterparty does not agree to such request within one Business Day after
                                         notice of such request from Citibank, then Citibank will have the right, but not the
                                         obligation, to terminate the related Transaction by delivering an Accelerated Termination
                                         Notice to Counterparty no less than 10 days prior to the proposed Termination Trade Date.
                                         The Accelerated Termination Notice shall specify the Reference Obligation that is the
                                         subject of such Accelerated Termination, the amount of the Terminated Obligation, the
                                         proposed Termination Trade Date and the proposed Termination Settlement Date.



 


Elective
Termination by Citibank due to Certain Events


 


(b)      
    If:


 


		(i)	any
                                         Reference Obligation (including any Exchange Consideration) fails to satisfy the Obligation
                                         Criteria at any time, or



 


		(ii)	the
                                         Portfolio Criteria are not satisfied at any time,



 


then
Citibank may notify Counterparty in writing of such event. In the case of the foregoing clause (i), if such event continues for
30 days following the delivery of such notice, then Citibank will have the right but not the obligation to terminate the related
Transaction. In the case of the foregoing clause (ii), if such event continues for 30 days following the delivery of such notice,
then Citibank will have the right but not the obligation to terminate each Transaction that is the subject of this Confirmation.
Citibank may exercise this termination right with respect to each Terminated Obligation by delivering an Accelerated Termination
Notice to Counterparty that is given, as to any Terminated Obligation, (1) on the proposed Termination Trade Date and (2) no
less than 10 days prior to the proposed Termination Settlement Date for the related Terminated Obligation. The Accelerated Termination
Notice shall specify each Reference Obligation that is the subject of such Accelerated Termination and, with respect to each such
Reference Obligation, the amount of the Terminated Obligation, the proposed Termination Trade Date and the proposed Termination
Settlement Date.


 






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Citibank
Optional Termination Date


 


(c)            Citibank
will have the right, but not the obligation, to terminate each Transaction that is the subject of this Confirmation, effective
on any Business Day occurring on or after June 30, 2018 (such date, the “Citibank Optional Termination Date”).
Citibank can exercise this termination right by delivering an Accelerated Termination Notice to Counterparty that is given no
less than 15 days prior to the first proposed Termination Trade Date specified in the related Accelerated Termination Notice.
The Accelerated Termination Notice shall specify, as to each Reference Obligation, the amount of the Terminated Obligation, the
proposed Termination Trade Date and the proposed Termination Settlement Date. If Citibank does not exercise its right to terminate
each Transaction that is the subject of this Confirmation on or before the date occurring 30 days prior to the Citibank Optional
Termination Date, then Citibank will have the right, but not the obligation, to propose, by notice to Counterparty, to amend and
restate one or more material terms of the Transactions, including, without limitation, the Spread, the Independent Amount Percentage,
the Supplemental Independent Amount Percentage and the application of the Obligation Criteria and Portfolio Criteria to the Transactions.
If Citibank provides a notice to Counterparty proposing to amend and restate one or more material terms of the Transactions as
provided above and Counterparty does not agree in writing to such amended and restated terms within 10 Business Days after Citibank
provides such notice to Counterparty, each Transaction shall terminate, and the Termination Trade Date shall be such tenth Business
Day. In the event of any such termination, Citibank shall deliver an Accelerated Termination Notice to Counterparty, which shall
specify, as to each Reference Obligation, the amount of the Terminated Obligation, the proposed Termination Trade Date and the
proposed Termination Settlement Date. Even if a Termination Trade Date has been designated with respect to each Transaction pursuant
to this Clause 3(c), such designation will not prevent Citibank or Counterparty from subsequently designating an earlier
Termination Trade Date in relation to any Transaction to the extent Citibank or Counterparty, as the case may be, is entitled
to designate such earlier Termination Trade Date pursuant to this Confirmation. Notwithstanding anything in this Confirmation
to the contrary:


 


		(i)	if
                                         Citibank elects to exercise its termination right under this Clause 3(c), then each
                                         reference to the term “Scheduled Termination Date” in Clauses 4 (other
                                         than Clause 4(c)) and 5 and in the definitions of “Ramp-Down Period”
                                         and “Termination Trade Date” will instead be a reference to the date 30 days
                                         after the first proposed Termination Trade Date specified in such notice; and



 


		(ii)	whether
                                         or not Citibank elects to exercise its termination right under this Clause 3(c),
                                         and in the case of any termination pursuant to any of the paragraphs of this Clause 3,
                                         each reference to the term “Scheduled Termination Date” in the provisions
                                         of Clause 4(c) dealing with the payment of Counterparty Second Floating Amounts
                                         (and the reference to the day preceding the first day of the Ramp-Down Period in the
                                         definition of “Counterparty Second Floating Rate Payer Payment Date”) will
                                         be a reference to the earlier of (x) the Citibank Optional Termination Date and
                                         (y) the first anniversary of the Termination Date.



 






    Page 15


     


    

 


Early
Termination Date under Master Agreement


 


(d)           If
there is effectively designated an Early Termination Date under the Master Agreement, then (i) each Transaction will be terminated
in its entirety (but without limiting Clause 4(c)), (ii) notwithstanding any contrary or otherwise inconsistent provision
of the Master Agreement, the provisions set forth in Section 6(e) of the Master Agreement shall not apply to any Transaction
(except that amounts that become due and payable on or prior to such Early Termination Date with respect to any Transaction as
provided in this Confirmation will constitute Unpaid Amounts) and (iii) the Termination Trade Date for each Transaction will
be the date specified by the Calculation Agent occurring on or promptly after such Early Termination Date; provided that,
if such Early Termination Date is designated by reason of an Event of Default as to which Citibank is the Defaulting Party, Counterparty
may specify the Termination Trade Date with respect to any Transaction as to which the Calculation Agent has not specified the
Termination Trade Date within 10 days after such Early Termination Date. The Calculation Agent shall give notice (an “Accelerated
Termination Notice”) to each party (such termination, an “Accelerated Termination”) on
or prior to such Early Termination Date, which Accelerated Termination Notice shall specify each Reference Obligation that is
the subject of such Accelerated Termination and, with respect to each such Reference Obligation, the amount of the Terminated
Obligation, the proposed Termination Trade Date and the proposed Termination Settlement Date. The amount, if any, payable in respect
of such Early Termination Date will be determined in accordance with Clause 4(b) of this Confirmation based upon the delivery
of such Accelerated Termination Notice.


 


Effect
of Termination


 


(e)        
  With respect to any Transaction terminated in whole pursuant to this Clause 3, (i) as of the relevant
Termination Trade Date the Reference Amount shall, for all purposes hereof (including the determination of the “Maximum
Portfolio Notional Amount”) other than calculating Rate Payments, be reduced to zero (and, in the case of a Committed
Obligation, the Outstanding Principal Amount thereof shall be reduced to zero) and (ii) as of the relevant Termination
Settlement Date the Reference Amount, for purposes of calculating Rate Payments, shall be reduced to zero (and, in the case
of a Committed Obligation, the Outstanding Principal Amount thereof shall be reduced to zero). With respect to any
Transaction terminated in part pursuant to this Clause 3, (i) as of the relevant Termination Trade Date the
Reference Amount shall, for all purposes hereof (including the determination of the “Maximum Portfolio Notional
Amount”) other than calculating Rate Payments, be reduced by the amount of the reduction of the Reference Amount
specified in the Accelerated Termination Notice (and, in the case of a Committed Obligation, the Outstanding Principal Amount
shall be reduced by an amount equal to the product of the Outstanding Principal Amount in effect immediately prior to such
reduction multiplied by the amount of the reduction of the Reference Amount divided by the Reference Amount in
effect immediately prior to such reduction) and (ii) as of the relevant Termination Settlement Date the Reference Amount
shall, for purposes of calculating Rate Payments, be reduced by the amount of the reduction of the Reference Amount specified
in the Accelerated Termination Notice (and, in the case of a Committed Obligation, the Outstanding Principal Amount shall be
reduced by an amount equal to the product of the Outstanding Principal Amount in effect immediately prior to such reduction
multiplied by the amount of the reduction of the Reference Amount divided by the Reference Amount in effect immediately prior
to such reduction). Following any Termination Trade Date (other than the Termination Trade Date in respect of the Termination
Date), Citibank shall promptly prepare and deliver to Counterparty a revised Annex I.


 


4.       
     Final Price Determination


 


Following
the termination of any Transaction in whole or in part pursuant to Clause 3 or by reason of the occurrence of the Scheduled
Termination Date (other than in connection with a Repayment), the Final Price for the relevant Terminated Obligation will be determined
in accordance with this Clause 4.


 






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Determination
by Counterparty


 


(a)   
       In order to determine the Final Price for any Terminated Obligation then held by or
on behalf of Citibank as a hedge for the related Transaction if such determination is being made as the result of a
termination pursuant to Clause 3(a), Counterparty may arrange for the sale of such Terminated Obligation by giving
notice of such sale to Citibank; provided that Counterparty shall have no right to arrange a sale of a Terminated
Obligation pursuant to this Clause 4(a) if, as a result of such termination and the termination of all other
Transactions as to which the Total Return Payment Date has not yet occurred, after giving effect to such termination, a
Delivery Amount (as defined in the Credit Support Annex) would be required under the Credit Support Annex to be transferred
by Counterparty. Such notice must be given at least three Business Days prior to the related Termination Settlement Date in
the case of any Terminated Obligation and at least 10 days prior to the Scheduled Termination Date if all Transactions are to
be terminated in connection with the Scheduled Termination Date. Any sale (i) must be to an Approved Buyer or
another buyer approved in advance by Citibank, such approval not to be unreasonably withheld or delayed, and (ii) must
be scheduled to occur no later than the date customary for settlement, substantially in accordance with the then-current
market practice in the principal market for such Terminated Obligation (as determined by the Calculation Agent), following
the Termination Trade Date and prior to the Scheduled Termination Date if all Transactions are to be terminated in connection
with the Scheduled Termination Date. If Counterparty so arranges any sale, the net cash proceeds received from the sale of
any Terminated Obligation, net of the related Costs of Assignment and adjusted by any Delay Compensation as provided in
Clause 6(b), shall be the “Final Price” for that Terminated Obligation.


 


Determination
by Calculation Agent


 


(b)        
  If the Final Price for any Terminated Obligation is not determined according to Clause 4(a), the Calculation
Agent shall attempt to obtain Firm Bids for such Terminated Obligation with respect to the applicable Termination Trade Date
from two or more Dealers. The Calculation Agent will give Counterparty notice of its intention to obtain Firm Bids pursuant
to this Clause 4(b) (such notice to be given telephonically and via electronic mail) not later than two hours prior to
the bid submission deadline specified below. By notice to Citibank not later than the bid submission deadline specified
below, Counterparty may, but shall not be obligated to, designate up to three Approved Buyers each of which shall provide a
Firm Bid (and the Calculation Agent will seek a Firm Bid from any such designee so designated by Counterparty on a timely
basis). A “Firm Bid” shall be a good and irrevocable bid for value, to purchase all or a portion of
the applicable Terminated Obligation, expressed as a percentage of the Reference Amount of such Terminated Obligation and
exclusive of accrued interest, for scheduled settlement substantially in accordance with the then-current market practice in
the principal market for such Terminated Obligation, as determined by the Calculation Agent, submitted as of 11 a.m. New York
time or as soon as practicable thereafter. If there is more than one Terminated Obligation at any time, then the Calculation
Agent shall obtain Firm Bids solely with respect to each separate Terminated Obligation (but not with respect to any group or
groups of such Terminated Obligations). Citibank may, but is not obligated to, sell or cause the sale of any portion of any
Terminated Obligation to any Dealer that provides a Firm Bid.


 


If
the Calculation Agent is unable to obtain from Dealers at least one Firm Bid or combination of Firm Bids for all of the Reference
Amount of any Terminated Obligation with respect to the relevant Termination Trade Date, the Calculation Agent will attempt to
obtain a Firm Bid or combination of Firm Bids for all of the Reference Amount of such Terminated Obligation from two or more Dealers
until the earlier of (i) the second Business Day (inclusive) following such Termination Trade Date and (ii) the date
a Firm Bid or combination of Firm Bids is obtained for all of the Reference Amount of such Terminated Obligation.


 






    Page 17


     


    

 


If
the Calculation Agent is able to obtain at least one Firm Bid or combination of Firm Bids for all or any portion of the Reference
Amount of any Terminated Obligation, the Final Price for such Terminated Obligation or portion thereof shall be determined by
reference to such Firm Bid or Firm Bids pursuant to the last paragraph of this Clause 4(b). If no Firm Bids are obtained
on or before such second Business Day for all or a portion of the applicable Terminated Obligation, the Final Price shall be deemed
to be zero with respect to each portion of such Terminated Obligation for which no Firm Bid was obtained. The Calculation Agent
will conduct the bid process in accordance with the procedures set forth in this Clause 4(b) and otherwise in good faith
and in a commercially reasonable manner. Other than in the case of a termination pursuant to Clause 3(b) or 3(d), Citibank
and Counterparty will make commercially reasonable efforts to accomplish the assignment to Counterparty (free of payment by Counterparty)
of the related Terminated Obligation or portion thereof held by or on behalf of Citibank as a hedge for the related Transaction
for which the Final Price is deemed to be zero (including as provided below); provided that Citibank shall not be liable
for any losses related to any delay in or failure of such assignment beyond its control. Citibank and Counterparty will make commercially
reasonable efforts to accomplish the assignment to Counterparty of any related Terminated Obligation held by or on behalf of Citibank
as a hedge for any Transaction as to which the Final Price is deemed to be zero (including as provided below); provided that
Citibank shall not be liable for any losses related to any delay in or failure of such assignment beyond its control.


 


Notwithstanding
anything to the contrary herein,


 


		(i)	the
                                         Calculation Agent shall be entitled to disregard any Firm Bid submitted by a Dealer if,
                                         in the Calculation Agent’s commercially reasonable judgment, (x) such Dealer
                                         is ineligible to accept assignment or transfer of the related Terminated Obligation or
                                         portion thereof, as applicable, substantially in accordance with the then-current market
                                         practice in the principal market for the Terminated Obligation, as determined by the
                                         Calculation Agent, or (y) as a result of the terms of any agreement or instrument
                                         governing the related Terminated Obligation or any order of a court of competent jurisdiction
                                         relating to such Terminated Obligation, such Dealer is prohibited or restricted from
                                         obtaining any consent required for the assignment or transfer of the related Terminated
                                         Obligation or portion thereof, as applicable, to it; and



 


		(ii)	if
                                         the Calculation Agent determines that the highest Firm Bid obtained in connection with
                                         any Termination Trade Date is not bona fide as a result of (x) the occurrence
                                         of an Event of Default described in Section 5(a)(vii) with respect to the bidder,
                                         (y) the inability, failure or refusal of the bidder to settle the purchase of the
                                         related Terminated Obligation or portion thereof, as applicable, or otherwise settle
                                         transactions in the relevant market or perform its obligations generally or (z) the
                                         Calculation Agent not having pre-approved trading lines with the bidder that would permit
                                         settlement of the purchase of the related Terminated Obligation or portion thereof, as
                                         applicable, that Firm Bid shall be disregarded and the next highest Firm Bid that is
                                         not disregarded shall be used to determine the Final Price.



 


If
there is no such Firm Bid, then the Calculation Agent shall designate a new Termination Trade Date; provided that the Calculation
Agent shall designate a new Termination Trade Date pursuant to this paragraph only once. If the highest Firm Bid for any portion
of the related Terminated Obligation determined in connection with the second Termination Trade Date is disregarded pursuant to
this paragraph, the Calculation Agent shall have no obligation to obtain further bids, and the applicable “Final Price”
for the portion which was so disregarded shall be deemed to be zero.


 


If
Citibank transfers, or causes the transfer of, all or any portion of the Terminated Obligation to the Dealer or Dealers providing
the highest Firm Bid or highest combination of Firm Bids for such Terminated Obligation (or portion thereof) or to such other
party as provided above, the net cash proceeds received from the sale of such Terminated Obligation or portion thereof (which
sale shall be scheduled to settle substantially in accordance with the then-current market practice in the principal market for
the related Reference Obligation as determined by the Calculation Agent), net of the related Costs of Assignment and adjusted
by any Delay Compensation as provided in Clause 6(b), shall be the “Final Price” for that Terminated
Obligation (or the portion thereof that is sold).


 






    Page 18


     


    

 


If
Citibank has determined not to hold, or cause to be held, all or any portion of any Terminated Obligation as a hedge for the related
Transaction or otherwise determines, in its sole discretion, not to sell or cause the sale of any portion of any Terminated Obligation
to a Dealer providing the highest Firm Bid or combination of Firm Bids, the “Final Price” for such Terminated
Obligation or portion thereof shall be equal to the highest Firm Bid (or highest combination of Firm Bids) for such Terminated
Obligation (or portion thereof) multiplied by the Reference Amount of such Terminated Obligation (or the respective portions of
the Reference Amount to which such Firm Bids relate). The Calculation Agent may perform any of its duties under this Clause 4(b)
through any Affiliate designated by it, but no such designation shall relieve the Calculation Agent of its duties under this Clause 4(b).


 


Early
Termination of Facility


 


(c)       
   For the avoidance of doubt (and subject to paragraph (ii) of the last sentence of Clause 3(c)),
if the Termination Date occurs prior to the Citibank Optional Termination Date, each Counterparty Second Floating Amount
shall continue to be payable by Counterparty on each subsequent Second Floating Rate Payer Payment Date occurring on or prior
to the Scheduled Termination Date; provided that, if either party shall so specify in writing to the other party prior
to any final Termination Trade Date, then on such final Termination Trade Date (i) the obligation of Counterparty to
continue to pay each Counterparty Second Floating Amount on each subsequent Second Floating Rate Payer Payment Date occurring
on or prior to the Scheduled Termination Date shall terminate and be replaced by the obligation in the following clause and
(ii) Counterparty shall pay to Citibank an amount equal to the present value (as calculated by the Calculation Agent
with discounting on a continuous basis) discounted to such final Termination Trade Date of each Counterparty Second Floating
Amount payable (without regard to the termination of such obligation under the foregoing clause) on each subsequent Second
Floating Rate Payer Payment Date occurring on or prior to the Scheduled Termination Date, at a discount rate per annum equal
to the Discount Rate. For this purpose, the “Discount Rate” means the zero coupon swap rate (as
determined by the Calculation Agent) implied by the fixed rate offered to be paid by Citibank under a fixed for floating
interest rate swap transaction with a remaining Term equal to the period from such final Termination Trade Date to the
Scheduled Termination Date in exchange for the receipt of payments indexed to USD-LIBOR-BBA.


 


5.         
   Repayment.


 


If
all or a portion of the Reference Amount of any Reference Obligation is repaid or otherwise reduced (in the case of a Committed
Obligation, only if the Reference Amount thereof is permanently reduced) (including, without limitation, through any exercise
of any right of set-off, reduction, or counterclaim that results in the satisfaction of the obligations of such Reference Entity
to pay any principal owing in respect of such Reference Obligation) on or prior to the Scheduled Termination Date (the amount
of such repayment or other reduction, a “Repayment”; the portion of the related Reference Obligation
so repaid or otherwise reduced, a “Repaid Obligation”; and the date of such Repayment, the “Repayment
Date”):


 


		(a)	the
                                         Total Return Payment Date with respect to the Repaid Obligation will be the tenth Business
                                         Day next succeeding the last day of the Monthly Period in which the Repayment Date occurred;



 






    Page 19


     


    

 


		(b)	as
                                         of the related Repayment Date, the Reference Amount of such Reference Obligation shall
                                         be decreased by an amount equal to the principal amount of the Repaid Obligation; and



 


		(c)	the
                                         related Final Price in relation to the Repaid Obligation shall be (i) in the case
                                         of a Committed Obligation, the portion of the Reference Amount that is permanently reduced
                                         (excluding any such reduction below the Outstanding Principal Amount thereof) on such
                                         Repayment Date and (ii) in the case of a Term Obligation, the amount of principal
                                         and premium in respect of principal paid by such Reference Entity on the Repaid Obligation
                                         to holders thereof (or the amount by which the Reference Obligation was otherwise reduced)
                                         on such Repayment Date. Following any Repayment Date, Citibank shall promptly prepare
                                         and deliver to Counterparty a revised Annex I showing the revised Reference Amount
                                         for the related Reference Obligation.



 


6.        
    Adjustments.


 


(a)     
     If any Reference Obligation or portion thereof is irreversibly converted or exchanged into or
for any securities, obligations or other assets or property (“Exchange Consideration”), thereafter
such Exchange Consideration will constitute such Reference Obligation or portion thereof, and, unless Citibank shall
otherwise agree in writing, (i) if such Exchange Consideration fails to satisfy the Obligation Criteria, then
Clause 3(b)(i) shall apply and (ii) if the Portfolio Criteria set forth in Annex II would not be satisfied
after giving effect to such exchange, then Clause 3(b)(ii) shall apply.


 


(b)      
    Delay Compensation (as defined below) shall result in an adjustment (i) as contemplated by the
definition of “Interest and Fee Amount” in connection with the establishment by the Citibank Holder of a related
hedge in respect of a Transaction, if the actual settlement of the purchase of the related hedge occurs after the Obligation
Settlement Date and (ii) of a Final Price with respect to a Terminated Obligation in connection with the termination by
the Citibank Holder of a related hedge, if the actual settlement of the sale of the related hedge occurs after the
Termination Settlement Date. “Delay Compensation” shall accrue (x) in the case of clause
(i) above, from and including the Obligation Settlement Date to but excluding the actual settlement of the purchase
effected to establish the related hedge (and, during such period, (A) the Counterparty First Floating Amount shall be
calculated by reference to the Spread and not the Floating Rate Option and (B) Interest and Fee Amounts will be
determined without regard to payments in respect of the interest rate index, but will be determined inclusive of the
applicable spread above such interest rate index, used in the Reference Obligation Credit Agreement to calculate
interest payments in respect of the related Reference Obligation and in effect during such period) and (y) in the case
of clause (ii) above, from and including the Termination Settlement Date to but excluding the actual settlement of the
sale effected to terminate the related hedge (and, during such period, (A) the Counterparty First Floating Amount shall
be calculated by reference to the Floating Rate Option and not the Spread and (B) Interest and Fee Amounts shall be
reduced by interest accrued during such period in excess of the interest rate index used in the Reference Obligation Credit
Agreement to calculate interest payments in respect of the related Reference Obligation and in effect during such period). In
connection with any adjustment by reason of Delay Compensation, (i) any initial Payment Date in this Confirmation
determined by reference to the “Obligation Settlement Date” shall be determined as if the Obligation Settlement
Date were the actual settlement of the purchase of the related hedge and (ii) any final Payment Date in this
Confirmation determined by reference to the “Termination Settlement Date” shall be determined as if the
Termination Settlement Date were the actual settlement of the termination of the related hedge.


 


(c)       
   If (i) Citibank elects to establish a hedge as a result of the addition or increase in the Reference
Amount of any Reference Obligation that is the subject of a Transaction and (ii) the Citibank Holder is unable after
using commercially reasonable efforts to effect the settlement of such hedge, then, by notice to Counterparty, Citibank may
in its sole discretion, specify that such addition or increase in the Reference Amount of such Reference Obligation shall be
of no force or effect (retroactive to the Obligation Trade Date or the Obligation Settlement Date, as the case may
be).


 






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7.        
  Representations, Warranties and Agreements.


 


(a)       
  Each party hereby agrees as follows, so long as either party has or may have any obligation under any
Transaction.


 


		(i)	Non-Reliance.
                                         It is acting for its own account, and it has made its own independent decisions to enter
                                         into such Transaction and as to whether such Transaction is appropriate or proper for
                                         it based upon its own judgment and upon advice from such advisors as it has deemed necessary.
                                         It is not relying on any communication (written or oral) of the other party as investment
                                         advice or as a recommendation to enter into such Transaction; it being understood that
                                         information and explanations related to the terms and conditions of such Transaction
                                         shall not be considered investment advice or a recommendation to enter into such Transaction.
                                         It has not received from the other party any assurance or guarantee as to the expected
                                         results of such Transaction;



 


		(ii)	Evaluation
                                         and Understanding. It is capable of evaluating and understanding (on its own behalf
                                         or through independent professional advice), and understands and accepts, the terms,
                                         conditions and risks of such Transaction. It is also capable of assuming, and assumes,
                                         the financial and other risks of such Transaction;



 


		(iii)	Status
                                         of Parties. The other party is not acting as a fiduciary or an advisor for it in
                                         respect of such Transaction; and



 


		(iv)	Reliance
                                         on its Own Advisors. Without limiting the generality of the foregoing, in making
                                         its decision to enter into, and thereafter to maintain, administer or terminate, such
                                         Transaction, it will not rely on any communication from the other party as, and it has
                                         not received any representation or other communication from the other party constituting,
                                         legal, accounting, business or tax advice, and it will consult its own legal, accounting,
                                         business and tax advisors concerning the consequences of such Transaction.



 


(b)          Each
party acknowledges and agrees that, so long as either party has or may have any obligation under any Transaction:


 


		(i)	such
                                         Transaction does not create any direct or indirect obligation of any Reference Entity
                                         or any direct or indirect participation in any Reference Obligation or any other obligation
                                         of any Reference Entity;



 


		(ii)	each
                                         party and its Affiliates may deal in any Reference Obligation and may accept deposits
                                         from, make loans or otherwise extend credit to, and generally engage in any kind of commercial
                                         or investment banking or other business with any Reference Entity, any Affiliate of any
                                         Reference Entity, any other person or entity having obligations relating to any Reference
                                         Entity and may act with respect to such business in the same manner as if such Transaction
                                         did not exist and may originate, purchase, sell, hold or trade, and may exercise consensual
                                         or remedial rights in respect of, obligations, securities or other financial instruments
                                         of, issued by or linked to any Reference Entity, regardless of whether any such action
                                         might have an adverse effect on such Reference Entity, the value of the related Reference
                                         Obligation or the position of the other party to such Transaction or otherwise;



 






    Page 21


     


    

 


		(iii)	except
                                         as provided in Clause 7(d)(iii), each party and its Affiliates and the Calculation
                                         Agent may, whether by virtue of the types of relationships described herein or otherwise,
                                         at the date hereof or at any time hereafter, be in possession of information regarding
                                         any Reference Entity or any Affiliate of any Reference Entity that is or may be material
                                         in the context of such Transaction and that may or may not be publicly available or known
                                         to the other party. In addition, except as provided in Clause 7(b)(vii), this Confirmation
                                         does not create any obligation on the part of such party and its Affiliates to disclose
                                         to the other party any such relationship or information (whether or not confidential);



 


		(iv)	neither
                                         Citibank nor any of its Affiliates shall be under any obligation to hedge such Transaction
                                         or to own or hold any Reference Obligation as a result of such Transaction, and Citibank
                                         and its Affiliates may establish, maintain, modify, terminate or re-establish any hedge
                                         position or any methodology for hedging at any time without regard to Counterparty. Counterparty
                                         acknowledges and agrees that it is not relying on any representation, warranty or statement
                                         by Citibank or any of its Affiliates as to whether, at what times, in what manner or
                                         by what method Citibank or any of its Affiliates may engage in any hedging activities;



 


		(v)	notwithstanding
                                         any other provision in this Confirmation or any other document, Citibank and Counterparty
                                         (and each employee, representative, or other agent of Citibank or Counterparty) may each
                                         disclose to any and all persons, without limitation of any kind, the U.S. tax treatment
                                         and U.S. tax structure of the transaction and all materials of any kind (including opinions
                                         or other tax analyses) that are provided to them relating to such U.S. tax treatment
                                         and U.S. tax structure (as those terms are used in Treasury Regulations under Sections
                                         6011, 6111 and 6112 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)),
                                         other than any information for which nondisclosure is reasonably necessary in order to
                                         comply with applicable securities laws. To the extent not inconsistent with the previous
                                         sentence, Citibank and Counterparty will each keep confidential (except as required by
                                         law) all information unless the other party has consented in writing to the disclosure
                                         of such information;



 


		(vi)	if
                                         Citibank chooses to hold a Reference Obligation as a result of any Transaction, Citibank
                                         shall hold such Reference Obligation directly or through an Affiliate (the “Citibank
                                         Holder”). The Citibank Holder may deal with such Reference Obligation as
                                         if the related Transaction did not exist, provided that, so long as the Citibank
                                         Holder remains the lender of record with respect to such Reference Obligation, upon any
                                         occasion permitting the Citibank Holder to exercise any right in relation to such Reference
                                         Obligation to give or withhold consent (an “Election”) to an
                                         action proposed to be taken (or to be refrained from being taken), the Citibank Holder
                                         shall, insofar as permitted under (x) applicable laws, rules and regulations and
                                         (y) each provision of any agreement or instrument evidencing or governing such Reference
                                         Obligation (and, in the case of any participation interest, governing such participation
                                         interest), give its consent to the action proposed to be taken (or to be refrained from
                                         being taken), unless (A) Counterparty, by timely notice to Citibank, requests (a
                                         “Counterparty Election Request”) that the Citibank Holder withhold
                                         such consent and (B) the Citibank Holder, in its sole discretion, elects to withhold
                                         such consent in accordance with the Counterparty Election Request. Notwithstanding the
                                         foregoing: (1) the Citibank Holder shall have no obligation to respond to, or consult
                                         with Counterparty in relation to, a Counterparty Election Request (failure to respond
                                         to a Counterparty Election Request being deemed a denial); (2) the Citibank Holder
                                         shall have no other duties or obligations to Counterparty of any nature with respect
                                         to any Election or any Counterparty Election Request; (3) the Citibank Holder shall
                                         not be liable to Counterparty or any of its Affiliates for the consequences of any consent
                                         given or withheld by the Citibank Holder in connection with such Reference Obligation
                                         (whether or not pursuant to a Counterparty Election Request); and (4) if the Citibank
                                         Holder elects in its sole discretion to withhold its consent in accordance with a Counterparty
                                         Election Request, the Citibank Holder may subsequently determine to give such consent
                                         at any time without notice to Counterparty; and



 






    Page 22


     


    

 


		(vii)	in
                                         connection with each Reference Obligation that is held by a Citibank Holder as a result
                                         of any Transaction, the Citibank Holder will promptly (and in any event within one Business
                                         Day after receipt) deliver or cause to be delivered to Counterparty the following information
                                         and documentation, in each case, to the extent actually received by the Citibank Holder
                                         from the Reference Entity or its agents under the related Reference Obligation Credit
                                         Agreement: all notices of any borrowings, prepayments and interest rate settings, all
                                         amendments, consents, waivers and other modifications (whether final or proposed) in
                                         relation to the terms of the Reference Obligation; and all notices given by the Reference
                                         Entity to the lenders or their agent or by the lenders or their agent to the Reference
                                         Entity in relation to the exercise of remedies.



 


(c)         
 Each of the parties hereby represents that, on each date on which a Transaction is entered into hereunder:


 


		(i)	it
                                         is entering into such Transaction for investment, financial intermediation, hedging or
                                         other commercial purposes; and



 


		(ii)	(x) it
                                         is an “eligible contract participant” as defined in Section 1a(18) of
                                         the U.S. Commodity Exchange Act, as amended (the “CEA”), (y) the
                                         Master Agreement and each Transaction are subject to individual negotiation by each party,
                                         and (z) neither the Master Agreement nor any Transaction will be executed or traded
                                         on a “trading facility” within the meaning of Section 1a(51) of the
                                         CEA.



 


(d)          Counterparty
hereby represents to Citibank that:


 


		(i)	its
                                         financial condition is such that it has no need for liquidity with respect to its investment
                                         in any Transaction and no need to dispose of any portion thereof to satisfy any existing
                                         or contemplated undertaking or indebtedness. Its investments in and liabilities in respect
                                         of any Transaction, which it understands is not readily marketable, is not disproportionate
                                         to its net worth, and it is able to bear any loss in connection with any Transaction,
                                         including the loss of its entire investment in such Transaction;



 


		(ii)	it
                                         understands no obligations of Citibank to it hereunder will be entitled to the benefit
                                         of deposit insurance and that such obligations will not be guaranteed by any Affiliate
                                         of Citibank or any governmental agency;



 


		(iii)	as
                                         of (x) the relevant Obligation Trade Date and (y) any date on which a sale
                                         is effected pursuant to Clause 4(a) or on which the Calculation Agent solicits Firm
                                         Bids pursuant to Clause 4(b), neither Counterparty nor any of its Affiliates, whether
                                         by virtue of the types of relationships described herein or otherwise, is on such date
                                         in possession of information regarding any related Reference Entity or any Affiliate
                                         of such Reference Entity that is or may be material in the context of such Transaction
                                         or the purchase or sale of any related Reference Obligation unless such information either
                                         (x) is publicly available or (y) has been made available to each registered
                                         owner of such Reference Obligation on a basis that permits such registered owner to disclose
                                         such information to any assignee of or participant (whether on a funded or unfunded basis)
                                         in, or any prospective assignee of or participant (whether on a funded or unfunded basis)
                                         in, any rights or obligations under the related Reference Obligation Credit Agreement;



 






    Page 23


     


    

 


		(iv)	Counterparty
                                         is a wholly owned subsidiary of a United States person, within the meaning of Section 7701(a)(30)
                                         of the Code, and has elected to be treated as a disregarded entity for U.S. Federal income
                                         tax purposes;



 


		(v)	it
                                         has delivered to Citibank on or prior to the Trade Date (and it will, prior to any expiration
                                         of any such form previously so delivered, deliver to Citibank) a United States Internal
                                         Revenue Service Form W-9 (or applicable successor form), properly completed and signed
                                         (which representation shall also be made for purposes of Section 3(f) of the Master
                                         Agreement);



 


		(vi)	it
                                         could have received all payments on the Reference Obligation without U.S. Federal or
                                         foreign withholding tax if it owned the Reference Obligation (which representation shall
                                         also be made for purposes of Section 3(f) of the Master Agreement);



 


		(vii)	it
                                         is not, for U.S. Federal income tax purposes, a tax-exempt organization; and



 


		(viii)	it
                                         is not an Affiliate of the Reference Entity.



 


(e)        
 Except for any disclosure authorized pursuant to Clause 7(b)(v), Counterparty agrees to be bound by the
confidentiality provisions of the related Reference Obligation Credit Agreement with respect to all information and
documentation in relation to a Reference Entity or a Reference Obligation delivered to Counterparty hereunder. Counterparty
acknowledges that such information may include material non-public information concerning the Reference Entity or its
securities and agrees to use such information in accordance with applicable law, including Federal and State securities
laws.


 


(f)       
   Multiple Transaction Payment Netting under Section 2(c) of the Master Agreement will apply to the
Transactions to which this Confirmation relates.


 


(g)       
  Notwithstanding anything in the Master Agreement to the contrary, Citibank will not be required to pay any
additional amount under Section 2(d)(i) of the Master Agreement in respect of any deduction or withholding for or on
account of any Tax in relation to any payment under any Transaction that is determined by reference to interest or fees
payable with respect to any Reference Obligation. If Citibank is required by any applicable law, as modified by the practice
of any relevant governmental revenue authority, to make any deduction or withholding for or on account of any Tax in relation
to any payment under any Transaction that is determined by reference to interest or fees payable with respect to any
Reference Obligation and Citibank does not so deduct or withhold, then Section 2(d)(ii) of the Master Agreement shall be
applicable.


 


8.        
   Adjustments Relating to Certain Unpaid or Rescinded Payments.


 


(a)       
  If (i) Citibank makes any payment to Counterparty as provided under Clause 2 and the corresponding
Interest and Fee Amount is not paid (in whole or in part) when due or (ii) any Interest and Fee Amount in respect of a
Reference Obligation is required to be returned (in whole or in part) by a holder of such Reference Obligation (including,
without limitation, the Citibank Holder) to the applicable Reference Entity or paid to any other person or entity or is
otherwise rescinded pursuant to any bankruptcy or insolvency law or any other applicable law, then Counterparty will pay to
Citibank, upon request by Citibank, such amount (or portion thereof) so not paid or so required to be returned, paid or
otherwise rescinded. If such returned, paid or otherwise rescinded amount is subsequently paid, Citibank shall pay such
amount (subject to Clause 8(c)) to Counterparty within ten Business Days after the date of such subsequent
payment.


 






    Page 24


     


    

 


(b)         
 If, with respect to any Repaid Obligation, the corresponding payment of principal of the Repaid Obligation is required
to be returned (in whole or in part) by a holder thereof (including, without limitation, the Citibank Holder) to the
applicable Reference Entity or paid to any other person or entity or is otherwise rescinded pursuant to any bankruptcy or
insolvency law or any other applicable law, then (i) the parties hereto shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and obligations of the parties hereunder shall continue as though
no Repayment had occurred and (ii) without limiting the generality of the foregoing, if either party has made a payment
to the other party in respect of Capital Appreciation or Capital Depreciation related to such Repayment as provided under
Clause 2, then the party that received the payment in respect of such Capital Appreciation or Capital Depreciation, as
applicable, shall repay such amount (subject to Clause 8(c)) to the other party. If such returned, paid or otherwise
rescinded amount is subsequently paid by the related Reference Entity or any such other person or entity, then the relevant
party shall pay the amount of such Capital Appreciation or Capital Depreciation, as applicable, within ten Business Days
after the date of such subsequent payment.


 


(c)        
  Amounts payable pursuant to this Clause 8 shall be subject to adjustment by the Calculation Agent in good
faith and on a commercially reasonable basis, as agreed by Citibank and Counterparty, in order to preserve for the parties
the intended economic risks and benefits of the relevant Transaction.


 


(d)        
  The payment obligations of Citibank and Counterparty pursuant to this Clause 8 shall survive the termination
of all Transactions.


 


9.           
 Credit Support.


 


Notwithstanding
anything in the Credit Support Annex (the “Credit Support Annex”) to the Schedule to the Master
Agreement to the contrary, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized
terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms
in the Credit Support Annex):


 


		(a)	With
                                         respect to each Transaction to which this Confirmation relates, a single “Independent
                                         Amount” shall be applicable to Counterparty in an amount equal to the Notional
                                         Amount with respect to such Transaction (or, in the case of any increase of the Notional
                                         Amount under any Transaction, the amount of such increase) multiplied by the percentage
                                         set forth in Clause 9(b) under the caption “Independent Amount Percentage”.



 


		(b)	With
                                         respect to each Transaction to which this Confirmation relates, the “Independent
                                         Amount Percentage” applicable to such Transaction will be equal to:



 


	Condition	Independent
    Amount Percentage
	(i)
    With respect to any Transaction not relating to a Specified Reference Obligation:	17.5%
	(ii) With
    respect to any Transaction relating to a Specified Reference Obligation:	Such
    percentage as Citibank shall specify on or prior to the Obligation Trade Date for such Transaction



 

		(c)	With
                                         respect to each Transaction to which this Confirmation relates, a single “Supplemental
                                         Independent Amount” shall be applicable to Counterparty in an amount equal to the
                                         Notional Amount with respect to such Transaction multiplied by 2.5% (the “Supplemental
                                         Independent Amount Percentage”).



 






    Page 25


     


    

 


		(d)	For
                                         purposes of calculating “Exposure” with respect to any Transaction to which
                                         this Confirmation relates, (i) Citibank shall be the sole Valuation Agent and shall
                                         determine any Close-out Amount in relation to such Transaction, (ii) such Close-out
                                         Amount will be determined by the Valuation Agent using its estimate of the amount that
                                         would be paid to or by the Secured Party based on the application of Section 6(e)(ii)(1)
                                         of the Master Agreement, (iii) such Close-out Amount may from time to time be determined
                                         by the Valuation Agent in its sole discretion and without notice to Counterparty solely
                                         in respect of payments in respect of Capital Appreciation or Capital Depreciation that
                                         would have been required in respect of a Transaction after the relevant Early Termination
                                         Date (provided that the Valuation Agent will not thereafter be precluded from
                                         making such determination with respect to all payments and deliveries that would have
                                         been required after the relevant Early Termination Date, regardless of the absence of
                                         notice thereof to Counterparty) and (iv) if Counterparty disputes the calculation
                                         of Exposure with respect to such Transaction, the Valuation Agent will recalculate Exposure
                                         for such Transaction on the basis that the market value of the related Reference Obligation
                                         is equal to its Current Price.



 


		(e)	Neither
                                         party shall have any rights under Paragraph 5 of the Credit Support Annex with respect
                                         to the determination of “Exposure” in respect of any Transaction to which
                                         this Confirmation relates. The foregoing will not limit the rights of Counterparty as
                                         provided in the definition of “Current Price” set forth in this Confirmation.



 


		(f)	Notwithstanding
                                         anything in this Confirmation to the contrary, a Secured Party’s Exposure with
                                         respect to any Terminated Transaction will, during the period from and including the
                                         related Termination Trade Date to but excluding the date on which the amount required
                                         to be paid on the related Total Return Payment Date is actually paid, be equal to the
                                         amount of Capital Appreciation or Capital Depreciation, if any, that would be payable
                                         on such Total Return Payment Date to the Secured Party (expressed as a positive number)
                                         or by the Secured Party (expressed as a negative number).



 






    Page 26


     


    



 


		10.	Notice
                                         and Account Details.



 


	Notices
    to Citibank:
	 
	 	Citibank,
        N.A., New York Branch

        390
        Greenwich Street, 4th Floor

        New
        York, New York 10013

        Tel:
        (212) 723-6181

        Fax:
        (646) 291-5779

        Attn:
        Mitali Sohoni

         

        with
        a copy to:

         

        Office
        of the General Counsel

        Fixed
        Income and Derivatives Sales and Trading

        Citibank,
        N.A., New York Branch

        388
        Greenwich Street, 17th Floor

        New
        York, New York 10013

        Tel:
        (212) 816-2121

        Fax:
        (646) 862-8431

        Attn:
        Craig Seledee

         

	Notices
    to Counterparty:
	 
	 	As
    set forth in Part 4 of the Schedule to the Master Agreement
	 	 
	Payments
    to Citibank:
	 
	 	Citibank,
        N.A., New York

        ABA
        No.: 021-000-089

        Account
        No.:

        Ref:
        Financial Futures

         

	Payments
    to Counterparty:
	 
	 	Any
    payment to be made to Counterparty shall be subject to the condition that Citibank shall have received notice of the account
    to which such payment is to be made not less than three Local Business Days prior to the date of such payment.


 


		11.	Offices.



 


		(a)	The
                                         Office of Citibank for each Transaction:



 


New
York, NY


 



    Page 27 


     


    

 


		(b)	The
Office of Counterparty for each Transaction:



 


Philadelphia,
PA


 


Please
confirm that the foregoing correctly sets forth the terms of our agreement by having a duly authorized officer of Counterparty
execute this Confirmation and return the same by facsimile to the attention of the individual at Citibank indicated on the first
page hereof.


 


Very
truly yours,


 


CITIBANK,
N.A.


 


	By:	/s/
                                         Victoria Chant	 
	 	Name:
Victoria Chant	 
	 	Title:
Vice President	 









 


CONFIRMED
AND AGREED

AS OF THE DATE FIRST ABOVE WRITTEN:


 


CENTER
CITY FUNDING LLC


 


	By:	/s/
Edward T. Gallivan, Jr.	 
	 	Name: Edward T. Gallivan, Jr.	 
	 	Title:
Chief Financial Officer	 






 



    Page 28 


     


    

 


ANNEX
A


 


ADDITIONAL
DEFINITIONS


 


“Adjusted
Notional Funded Amount” means (A) in relation to any Reference Obligation that is a Committed Obligation (and the
related Transaction) as of any date of determination, the greater of (a) zero and (b) the sum of (i) the Outstanding
Principal Amount of such Reference Obligation as of such date of determination multiplied by the Current Price minus
(ii) the product of (x) the excess, if any, of the Commitment Amount of such Reference Obligation as of such date
over the Outstanding Principal Amount of such Reference Obligation as of such date multiplied by (y) 100% minus
the Current Price; and (B) in relation to any Reference Obligation that is a Term Obligation (and the related Transaction)
as of any date of determination, the Reference Amount of the related Reference Obligation as of such date multiplied by
the Current Price in relation to such Reference Obligation.


 


“Affiliate”,
for purposes of this Confirmation only, has the meaning given to such term in Rule 405 under the Securities Act of 1933,
as amended.


 


“Approved
Buyer” means (a) any entity listed in Annex III hereto (as such Annex may be amended by mutual written
consent of the parties hereto from time to time) so long as its long-term unsecured and unsubordinated debt obligations on the
“trade date” for the related purchase or submission of a Firm Bid contemplated hereby are rated at least “A2”
by Moody’s and at least “A” by S&P and (b) if an entity listed in Annex III hereto is not the
principal banking or securities Affiliate within a financial holding company group, the principal banking or securities Affiliate
of such listed entity within such financial holding company group so long as such obligations of such Affiliate have the rating
indicated in clause (a) above.


 


“Capital
Appreciation” and “Capital Depreciation” mean, for any Total Return Payment Date, the
amount determined according to the following formula for the applicable Terminated Obligation or Repaid Obligation:


 


Final
Price – Applicable Notional Amount


 


where


 


“Final
Price” means (a) in the case of any Terminated Obligation, the amount determined pursuant to Clause 4,
and (b) in the case of any Repaid Obligation, the amount determined pursuant to Clause 5, and


 


“Applicable
Notional Amount” means the Notional Funded Amount (determined immediately prior to the related Repayment Date or
Termination Trade Date) for such Terminated Obligation or Repaid Obligation, as applicable.


 


If
such amount is positive, such amount is “Capital Appreciation” and if such amount is negative, the absolute
value of such amount is “Capital Depreciation”.


 


“Committed
Obligation” means (a) any Delayed Drawdown Reference Obligation and (b) any Revolving Reference Obligation.


 


“Costs
of Assignment” means, in the case of any Terminated Obligation, the sum of (a) any actual costs of transfer
or assignment paid by the seller under the terms of any Terminated Obligation or otherwise actually imposed on the seller by any
applicable administrative agent, borrower or obligor incurred in connection with the sale of such Terminated Obligation and (b) any
reasonable expenses incurred by the seller in connection with such sale and, if transfers of the Terminated Obligation are subject
to the Standard Terms and Conditions for Distressed Trade Confirmations, as published by the LSTA and as in effect on the Obligation
Trade Date, reasonable legal costs incurred by the seller in connection with such sale, in each case to the extent not already
reflected in the Final Price.


 



    Page 29 


     


    

 


“Credit
Event” means the occurrence of a Bankruptcy or Failure to Pay. For purposes of the determination of whether a Credit
Event has occurred, the Obligation Category will be Borrowed Money, the Payment Requirement will be USD1,000,000 and no Obligation
Characteristics will be specified. Capitalized terms used in this definition but not defined in this Confirmation shall have the
meanings specified in the 2003 ISDA Credit Derivatives Definitions.


 


“Current
Price” means, with respect to any Reference Obligation on any date of determination, the Calculation Agent’s
determination of the net cash proceeds that would be received from the sale on such date of determination of such Reference Obligation,
net of the related Costs of Assignment. If Counterparty disputes the Calculation Agent’s determination of the Current Price
of any Reference Obligation, then Counterparty may, no later than two hours after Counterparty is given notice of such determination,
(a) designate up to two entities, each of which shall be either (i) an Approved Buyer or (ii) a Dealer of credit standing
acceptable to Citibank in the exercise of its reasonable discretion and (b) provide to Citibank within such two-hour period
with respect to each such Approved Buyer or Dealer a Firm Bid with respect to the entire Reference Amount of the Reference Obligation.
The higher of such two Firm Bids will be the Current Price. The “Current Price” shall be expressed as a percentage
of par and will be determined exclusive of accrued interest.


 


“Dealer”
means (a) any nationally recognized independent dealer in the related Reference Obligation chosen by the Calculation Agent
or its designated Affiliate, (b) any Approved Buyer or other entity designated by the Calculation Agent and having a credit
standing acceptable to Citibank and (c) any Approved Buyer designated by Counterparty pursuant to Clause 4(b).


 


“Delayed
Drawdown Reference Obligation” means a Reference Obligation that (a) requires the holder thereof to make one
or more future advances to the borrower under the instrument or agreement pursuant to which such Reference Obligation was issued
or created, (b) specifies a maximum amount that can be borrowed on one or more fixed borrowing dates and (c) does not
permit the re-borrowing of any amount previously repaid; provided that, on any date on which all commitments by the holder
thereof to make advances to the borrower under such Delayed Drawdown Reference Obligation expire or are terminated or reduced
to zero, such Reference Obligation shall cease to be a Delayed Drawdown Reference Obligation.


 


“Designated
Reference Obligation” means any Reference Obligation that (a) is not a Specified Reference Obligation, (b) has
as of the Obligation Trade Date a Moody’s Rating of at least B2 and an S&P Rating of at least B, (c) is on the
Obligation Trade Date part of a fungible class of debt obligations (as to issuance date and all economic terms) of at least USD500,000,000,
(d) has an Initial Price as of the Obligation Trade Date of at least 90% and (e) is on the Obligation Trade Date the
subject of at least five bid quotations from nationally recognized independent dealers in the related obligation as reported on
a nationally recognized pricing service.


 


“Expense
or Other Payment” means the aggregate amount of any payments (other than extensions of credit) due from the lender(s)
in respect of any Reference Obligation, including, without limitation, (a) any expense associated with any amendment, modification
or waiver of the provisions of a credit agreement, (b) any reimbursement of any agents under the provisions of a credit agreement,
and (c) any indemnity or other similar payment, including amounts owed on or after the related Obligation Termination Date
in respect of amounts incurred or any event that occurred before the related Obligation Termination Date.


 



    Page 30 


     


    

 


“Financial
Sponsor” means any entity, including any subsidiary of another entity, whose principal business activity is acquiring,
holding and selling investments (including controlling interests) in otherwise unrelated companies that each are distinct legal
entities with separate management, books and records and bank accounts, whose operations are not integrated one with another and
whose financial condition and creditworthiness are independent of the other companies so owned by such entity.


 


“Interest
and Fee Amount” means, for any Citibank Fixed Amount Payer Payment Date and any Transaction, the aggregate amount
of interest (including interest breakage costs), fees (including, without limitation, amendment, consent, tender, facility, letter
of credit and other similar fees) and other amounts (other than in respect of principal and premium paid in respect of principal)
paid with respect to the related Reference Obligation (after deduction of any withholding taxes for which the Reference Entities
are not obligated to reimburse holders of the related Reference Obligation, if applicable) during the relevant Citibank Fixed
Amount Payer Calculation Period; provided that Interest and Fee Amounts:


 


		(a)	in
                                         the case of “Interest and Accruing Fees” (as defined in the “Standard
                                         Terms and Conditions for Par/Near Par Trade Confirmations” or “Standard Terms
                                         and Conditions for Distressed Trade Confirmations”, as applicable to the relevant
                                         Reference Obligation, most recently published by the LSTA prior to the Trade Date), shall
                                         not include any amounts that accrue prior to the Obligation Settlement Date for the related
                                         Reference Obligation or that accrue on or after the Obligation Termination Date for the
                                         related Reference Obligation or portion thereof;



 


		(b)	in
                                         the case of “Non-Recurring Fees” (as so defined), shall not include any amounts
                                         that (i) accrue prior to the Obligation Trade Date for the related Reference Obligation
                                         or that accrue on or after the Termination Trade Date for the related Reference Obligation
                                         or portion thereof or (ii) to the extent that such amounts are payable contingent
                                         upon whether a consent is given or withheld by the record owner of the related Reference
                                         Obligation, accrue with respect to the related Reference Obligation that is not held
                                         by or on behalf of Citibank as a hedge for the related Transaction;



 


		(c)	shall
                                         be determined after deducting any Costs of Assignment that would be incurred by a buyer
                                         in connection with any purchase of the Reference Obligation as a hedge for such Transaction
                                         and, in connection with the establishment by the Citibank Holder of a related hedge in
                                         respect of such Transaction, shall be adjusted by any Delay Compensation as provided
                                         in Clause 6(b);



 


		(d)	in
                                         the case of any Transaction as to which the related Reference Obligation is a Committed
                                         Obligation, shall include only 75% of fees that are stated to accrue on or in respect
                                         of the unfunded portion of any Commitment Amount; and



 


		(e)	with
                                         respect to any Terminated Transaction, if any interest on the Terminated Obligation accrued
                                         prior to the related Obligation Termination Date is actually paid on the scheduled interest
                                         payment date next succeeding the Obligation Termination Date, then the Interest and Fee
                                         Amount shall include the portion of such interest so paid (as determined by the Calculation
                                         Agent) that accrued with respect to the period ending on but excluding the Obligation
                                         Termination Date.



 


“Loan”
means any obligation for the payment or repayment of borrowed money that is documented by a term loan agreement, revolving loan
agreement or other similar credit agreement.


 


“LSTA”
means The Loan Syndications and Trading Association, Inc. and any successor thereto.


 



    Page 31 


     


    

 


“Moody’s”
means Moody’s Investors Service, Inc. or any successor thereto.


 


“Moody’s
Rating” means, with respect to a Reference Obligation, as of any date of determination:


 


		(i)	if
                                         the Reference Obligation itself is rated by Moody’s (including pursuant to any
                                         credit estimate), such rating,



 


		(ii)	if
                                         the foregoing paragraph is not applicable, then, if the Reference Obligation is a Loan
                                         and the related Reference Entity has a corporate family rating by Moody’s, the
                                         rating specified in the applicable row of the table below under “Relevant Rating”
                                         opposite the row in the table below that describes such Loan:



 


	 	Loan
    	Relevant
    Rating
	 	The
    Loan is a secured obligation, but is not a Second Lien Obligation and is not Subordinate	The
    rating by Moody’s that is one rating subcategory above such corporate family rating
	 	The
    Loan is an unsecured obligation or is a Second Lien Obligation, but is not Subordinate	The
    rating by Moody’s that is one rating subcategory below such corporate family rating
	 	The
    Loan is Subordinate	The
    rating by Moody’s that is two rating subcategories below such corporate family rating


 


		(iii)	if
                                         the foregoing paragraphs are not applicable, but there is a rating by Moody’s on
                                         a secured obligation of the Reference Entity that is not a Second Lien Obligation and
                                         is not Subordinate (the “other obligation”), the rating specified in the
                                         applicable row of the table below under “Relevant Rating” opposite the row
                                         in the table below that describes such Reference Obligation:



 


	 	Reference
    Obligation	Relevant
    Rating
	 	The
    Reference Obligation is a secured obligation, but is not a Second Lien Obligation and is not Subordinate	The
    rating assigned by Moody’s to the other obligation
	 	The
    Reference Obligation is an unsecured obligation or is a Second Lien Obligation, but is not Subordinate	The
    rating by Moody’s that is one rating subcategory below the rating assigned by Moody’s to the other obligation
	 	The
    Reference Obligation is Subordinate	The
    rating by Moody’s that is two rating subcategories below the rating assigned by Moody’s to the other obligation


 



    Page 32 


     


    

 


		(iv)	if
                                         the foregoing paragraphs are not applicable, but there is a rating by Moody’s on
                                         an unsecured obligation of the Reference Entity (or, failing that, an obligation that
                                         is a Second Lien Obligation) but is not Subordinate (the “other obligation”),
                                         the rating specified in the applicable row of the table below under “Relevant Rating”
                                         opposite the row in the table below that describes such Reference Obligation:



 


	 	Reference
    Obligation	Relevant
    Rating
	 	The
    Reference Obligation is a secured obligation, but is not a Second Lien Obligation and is not Subordinate	The
    rating by Moody’s that is one rating subcategory above the rating assigned by Moody’s to the other obligation
	 	The
    Reference Obligation is an unsecured obligation or is a Second Lien Obligation, but is not Subordinate	The
    rating assigned by Moody’s to the other obligation
	 	The
    Reference Obligation is Subordinate	The
    rating by Moody’s that is one rating subcategory below the rating assigned by Moody’s to the other obligation


 


		(v)	if
                                         the foregoing paragraphs are not applicable, but there is a rating by Moody’s on
                                         an obligation of the Reference Entity that is Subordinate (the “other obligation”),
                                         the rating specified in the applicable row of the table below under “Relevant Rating”
                                         opposite the row in the table below that describes such Reference Obligation:



 


	 	Reference
    Obligation	Relevant
    Rating
	 	The
    Reference Obligation is a secured obligation, but is not a Second Lien Obligation and is not Subordinate	The
    rating by Moody’s that is two rating subcategories above the rating assigned by Moody’s to the other obligation
	 	The
    Reference Obligation is an unsecured obligation or is a Second Lien Obligation, but is not Subordinate	The
    rating by Moody’s that is one rating subcategory above the rating assigned by Moody’s to the other obligation
	 	The
    Reference Obligation is Subordinate	The
    rating assigned by Moody’s to the other obligation


 


		(vi)	if
                                         a rating cannot be assigned pursuant to clauses (i) through (v), the Moody’s
                                         Rating may be determined using any of the methods below:



 


		(A)	for
                                         up to 5% of the Portfolio Target Amount, Counterparty may apply to Moody’s for
                                         a shadow rating or public rating of such Reference Obligation, which shall then be the
                                         Moody’s Rating (and Counterparty may deem the Moody’s Rating of such Reference
                                         Obligation to be “B3” pending receipt of such shadow rating or public rating,
                                         as the case may be); provided that (x) a Reference Obligation will not be
                                         included in the 5% limit of the Portfolio Target Amount if Counterparty has assigned
                                         a rating to such Reference Obligation in accordance with clause (B) below and (y) upon
                                         receipt of a shadow rating or public rating, as the case may be, such Reference Obligation
                                         will not be included in the 5% limit of the Portfolio Target Amount;



 


		(B)	for
                                         up to 5% of the Portfolio Target Amount, if there is a private rating of an obligor that
                                         has been provided by Moody’s to Citibank and Counterparty, Counterparty may impute
                                         a Moody’s Rating that corresponds to such private rating; provided that
                                         a Reference Obligation will not be included in the 5% limit of the Portfolio Target Amount
                                         if Counterparty has applied to Moody’s for a shadow rating; or



 



    Page 33 


     


    

 


		(C)	for
                                         up to 10% of the Portfolio Target Amount, the Moody’s Rating may be determined
                                         in accordance with the methodologies for establishing the S&P Rating except that
                                         the Moody’s Rating of such obligation will be (1) one sub-category below the
                                         Moody’s equivalent of the S&P Rating if such S&P Rating is “BBB-”
                                         or higher and (2) two sub-categories below the Moody’s equivalent of the S&P
                                         Rating if such S&P Rating is “BB+” or lower.



 


For
purposes of the foregoing, a “private rating” shall refer to a rating obtained by Citibank, by Counterparty or by
or on behalf of an obligor on a Reference Obligation that is not disseminated publicly; whereas a “shadow rating”
shall refer to a credit estimate obtained upon application of Counterparty or a holder of a Reference Obligation. Any private
rating or shadow rating shall be required to be refreshed annually. If Counterparty applies to Moody’s for a shadow rating
or public rating of a Reference Obligation, Counterparty shall provide evidence to Citibank of such application and shall notify
Citibank of the expected rating. Counterparty shall notify Citibank of the shadow rating or public rating assigned by Moody’s
to a Reference Obligation.


 


“Portfolio
Target Amount” means (a) during the Ramp-Up Period and the Ramp-Down Period, the Maximum Portfolio Notional
Amount and (b) at any other time, the Portfolio Notional Amount.


 


“Rate
Payments” means Counterparty First Floating Amounts, Counterparty Second Floating Amounts, Counterparty Third Floating
Amounts and Citibank Fixed Amounts.


 


“Reference
Obligation Credit Agreement” means any term loan agreement, revolving loan agreement or other similar credit agreement
governing a Reference Obligation.


 


“Revolving
Reference Obligation” means a Reference Obligation that (a) requires the holder thereof to make one or more
future advances to the borrower under the instrument or agreement pursuant to which such Reference Obligation was issued or created,
(b) specifies a maximum aggregate amount that can be borrowed and (c) permits, during any period on or after the date
on which the holder thereof acquires such Reference Obligation, the re-borrowing of any amount previously repaid; provided
that, on the date that all commitments by the holder thereof to make advances to the borrower under such Revolving Reference
Obligation expire or are terminated or reduced to zero, such Reference Obligation shall cease to be a Revolving Reference Obligation.


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, or any successor thereto.


 


“S&P
Rating” means, with respect to a Reference Obligation:


 


		(i)	if
                                         the Reference Obligation itself is rated by S&P (including pursuant to any credit
                                         estimate), such rating,



 



    Page 34 


     


    

 


		(ii)	if
                                         the foregoing paragraph is not applicable, then, if the Reference Obligation is a Loan
                                         and the related Reference Entity has a corporate issuer rating by S&P, the rating
                                         specified in the applicable row of the table below under “Relevant Rating”
                                         opposite the row in the table below that describes such Loan:



 


	 	Loan
    	Relevant
    Rating
	 	The
    Loan is a secured obligation, but is not a Second Lien Obligation and is not Subordinate	The
    rating by S&P that is one rating subcategory above such corporate issuer rating
	 	The
    Loan is an unsecured obligation or is a Second Lien Obligation, but is not Subordinate	The
    rating by S&P that is one rating subcategory below such corporate issuer rating
	 	The
    Loan is Subordinate	The
    rating by S&P that is two rating subcategories below such corporate issuer rating


 


		(iii)	if
                                         the foregoing paragraphs are not applicable, but there is a rating by S&P on a secured
                                         obligation of the Reference Entity that is not a Second Lien Obligation and is not Subordinate
                                         (the “other obligation”), the rating specified in the applicable row of the
                                         table below under “Relevant Rating” opposite the row in the table below that
                                         describes such Reference Obligation:



 


	 	Reference
    Obligation	Relevant
    Rating
	 	The
    Reference Obligation is a secured obligation, but is not a Second Lien Obligation and is not Subordinate	The
    rating assigned by S&P to the other obligation
	 	The
    Reference Obligation is an unsecured obligation or is a Second Lien Obligation, but is not Subordinate	The
    rating by S&P that is one rating subcategory below the rating assigned by S&P to the other obligation
	 	The
    Reference Obligation is Subordinate	The
    rating by S&P that is two rating subcategories below the rating assigned by S&P to the other obligation


 


		(iv)	if
                                         the foregoing paragraphs are not applicable, but there is a rating by S&P on an unsecured
                                         obligation of the Reference Entity (or, failing that, an obligation that is a Second
                                         Lien Obligation) but is not Subordinate (the “other obligation”), the rating
                                         specified in the applicable row of the table below under “Relevant Rating”
                                         opposite the row in the table below that describes such Reference Obligation:



 


	 	Reference
    Obligation	Relevant
    Rating
	 	The
    Reference Obligation is a secured obligation, but is not a Second Lien Obligation and is not Subordinate	The
    rating by S&P that is one rating subcategory above the rating assigned by S&P to the other obligation
	 	The
    Reference Obligation is an unsecured obligation or is a Second Lien Obligation, but is not Subordinate	The
    rating assigned by S&P to the other obligation
	 	The
    Reference Obligation is Subordinate	The
    rating by S&P that is one rating subcategory below the rating assigned by S&P to the other obligation


 



    Page 35 


     


    

 


		(v)	if
                                         the foregoing paragraphs are not applicable, but there is a rating by S&P on an obligation
                                         of the Reference Entity that is Subordinate (the “other obligation”), the
                                         rating specified in the applicable row of the table below under “Relevant Rating”
                                         opposite the row in the table below that describes such Reference Obligation:



 


	 	Reference
    Obligation	Relevant
    Rating
	 	The
    Reference Obligation is a secured obligation, but is not a Second Lien Obligation and is not Subordinate	The
    rating by S&P that is two rating subcategories above the rating assigned by S&P to the other obligation
	 	The
    Reference Obligation is an unsecured obligation or is a Second Lien Obligation, but is not Subordinate	The
    rating by S&P that is one rating subcategory above the rating assigned by S&P to the other obligation
	 	The
    Reference Obligation is Subordinate	The
    rating assigned by S&P to the other obligation


 


		(vi)	if
                                         the foregoing paragraphs are not applicable, then the S&P Rating shall be “CC”;
                                         provided that:



 


(A)
if application has been made to S&P to rate a Reference Obligation and such Reference Obligation has a Moody’s Rating,
then the S&P Rating with respect to such Reference Obligation shall, pending the receipt of such rating from S&P, be equal
to the S&P Rating that is equivalent to such Moody’s Rating and (y) Reference Obligations in the Reference Portfolio
constituting no more, by aggregate Notional Amount, than 10% of the Portfolio Target Amount may be given a S&P Rating based
on a rating given by Moody’s as provided in clause (x) (after giving effect to the addition of the relevant Reference
Obligation, if applicable); and


 


(B)
for up to 10% of the Portfolio Target Amount, the S&P Rating may be determined in accordance with the methodologies for establishing
the Moody’s Rating except that the S&P Rating of such obligation will be (1) one sub-category below the S&P
equivalent of the Moody’s Rating if such Moody’s Rating is “Baa3” or higher and (2) two sub-categories
below the S&P equivalent of the Moody’s Rating if such Moody’s Rating is “Ba1” or lower.


 


“Second
Lien Obligation” means a Loan that is secured by collateral, but as to which the beneficiary or beneficiaries of
such collateral security agree for the benefit of the holder or holders of other indebtedness secured by the same collateral (“First
Lien Debt”) as to one or more of the following: (1) to defer their right to enforce such collateral security
either permanently or for a specified period of time while First Lien Debt is outstanding, (2) to permit a holder or holders
of First Lien Debt to sell such collateral free and clear of the security in favor of such beneficiary or beneficiaries, (3) not
to object to sales of assets by the obligor on such Loan following the commencement of a bankruptcy or other insolvency proceeding
with respect to such obligor or to an application by the holder or holders of First Lien Debt to obtain adequate protection in
any such proceeding and (4) not to contest the creation, validity, perfection or priority of First Lien Debt.


 



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“Specified
Reference Obligation” means any Reference Obligation whose inclusion in the Reference Portfolio (other than as a
“Specified Reference Obligation”) would not on the related Obligation Trade Date satisfy one or more of clauses (ix) through
(xiii) of the Obligation Criteria.


 


“Subordinate”
means, with respect to an obligation (the “Subordinated Obligation”) and another obligation of the obligor
thereon to which such obligation is being compared (the “Senior Obligation”), a contractual, trust or
similar arrangement (without regard to the existence of preferred creditors arising by operation of law or to collateral, credit
support, lien or other credit enhancement arrangements or provisions regarding the application of proceeds of any of the foregoing)
providing that (i) upon the liquidation, dissolution, reorganization or winding up of the obligor, claims of the holders
of the Senior Obligation will be satisfied prior to the claims of the holders of the Subordinated Obligation or (ii) the
holders of the Subordinated Obligation will not be entitled to receive or retain payments in respect of their claims against the
obligor at any time that the obligor is in payment arrears or is otherwise in default under the Senior Obligation.


 


“Term
Obligation” means any Reference Obligation that is not a Committed Obligation.


 


“Terminated
Obligation” means any Reference Obligation or portion of any Reference Obligation that is terminated pursuant to
Clause 3.


 


“Termination
Settlement Date” means, for any Terminated Obligation, the date customary for settlement, substantially in accordance
with the then-current market practice in the principal market for such Terminated Obligation (as determined by the Calculation
Agent), of the sale of such Terminated Obligation with the trade date for such sale occurring on the related Termination Trade
Date.


 


“Termination
Trade Date” means, with respect to any Terminated Obligation, the date so designated in the related Accelerated
Termination Notice; provided that:


 


		(a)	except
                                         as provided in the following clause (b), if the related Final Price is not determined
                                         in accordance with Clause 4(a), the “Termination Trade Date” will be
                                         the bid submission deadline for the Firm Bid or combination of Firm Bids for all of the
                                         Reference Amount of such Terminated Obligation that are to be the basis for determining
                                         the Final Price of such Terminated Obligation as designated by the Calculation Agent
                                         in order to cause the related Total Return Payment Date to occur as promptly as practicable
                                         (in the discretion of the Calculation Agent) after the date originally designated as
                                         the “Termination Trade Date” in the related Accelerated Termination Notice;
                                         and



 


		(b)	in
                                         respect of the Scheduled Termination Date, if the related Final Price is not determined
                                         in accordance with Clause 4(a), the “Termination Trade Date” will be
                                         the date so designated by the Calculation Agent in its discretion, occurring during the
                                         30 calendar days preceding the Scheduled Termination Date (or earlier in the case of
                                         any Terminated Obligation determined by the Calculation Agent in its sole discretion
                                         to be a distressed loan or other obligation) in a manner reasonably likely to cause the
                                         final Total Return Payment Date to occur on the Scheduled Termination Date.



 


The
Calculation Agent shall notify the parties of any Termination Trade Date designated by it pursuant to the foregoing proviso.


 


“Total
Return Payment Date” means, with respect to any Terminated Obligation or Repaid Obligation, the tenth Business Day
next succeeding the last day of the Monthly Period during which the related Obligation Termination Date occurs.


 



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ANNEX
I


 


	Reference
    Obligation	Reference
    Entity	Reference
    Amount	Outstanding
    Principal Amount	Initial
    Price (%)	Obligation
    Trade Date	Obligation
    Settlement Date
	 	 	 	 	 	 	 


 



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ANNEX
II


 


Obligation
Criteria


 


The
“Obligation Criteria” are as follows:


 


		(i)	The
                                         obligation is a Loan.



 


		(ii)	The
                                         obligation is denominated in USD.



 


		(iii)	The
                                         obligation is secured.



 


		(iv)	The
                                         obligation is not Subordinate.



 


		(v)	The
                                         obligation constitutes a legal, valid, binding and enforceable obligation of the applicable
                                         Reference Entity, enforceable against such person in accordance with its terms.



 


		(vi)	Except
                                         for any Delayed Drawdown Reference Obligation or Revolving Reference Obligation, the
                                         obligation does not require any future advances to be made to the related issuer or obligor
                                         on or after the relevant Obligation Trade Date.



 


		(vii)	On
                                         the relevant Obligation Trade Date for the Transaction relating to the obligation, the
                                         obligation is in the form of, and is treated as, indebtedness for U.S. Federal income
                                         tax purposes.



 


		(viii)	Transfers
                                         thereof on the Obligation Trade Date may be effected pursuant to the Standard Terms and
                                         Conditions for Par/Near Par Trade Confirmations and not the Standard Terms and Conditions
                                         for Distressed Trade Confirmations, in each case as published by the LSTA and as in effect
                                         on the Obligation Trade Date.



 


		(ix)	Except
                                         for any Specified Reference Obligation, the obligation is not a Second Lien Obligation.



 


		(x)	Except
                                         for any Specified Reference Obligation, on the Obligation Trade Date the obligation is
                                         part of a fungible class of debt obligations (as to issuance date and all economic terms)
                                         of at least USD125,000,000.



 


		(xi)	Except
                                         for any Specified Reference Obligation, the obligation has as of the Obligation Trade
                                         Date a Moody’s Rating of at least B3 and an S&P Rating of at least B-.



 


		(xii)	Except
                                         for any Specified Reference Obligation, the obligation has an Initial Price as of the
                                         Obligation Trade Date of at least 80%.



 



    Page 39 


     


    

 


		(xiii)	Except
                                         for any Specified Reference Obligation, either (x) the obligation is on the Obligation
                                         Trade Date the subject of at least two bid quotations from nationally recognized independent
                                         dealers in the related obligation as reported on a nationally recognized pricing service
                                         or (y) the obligation satisfies each of the following four conditions: (A) the
                                         obligation was originated not more than 30 days prior to the Obligation Trade Date, (B) the
                                         obligation is on the Obligation Trade Date the subject of at least one bid quotation
                                         from a nationally recognized independent dealer in the related obligation as reported
                                         on a nationally recognized pricing service, (C) on the Obligation Trade Date the
                                         obligation is part of a fungible class of debt obligations (as to issuance date and all
                                         economic terms) of at least USD150,000,000 and (D) the obligation has as of the
                                         Obligation Trade Date a Moody’s Rating of at least B2 and an S&P Rating of
                                         at least B.



 



    Page 40 


     


    

 


Portfolio
Criteria


 


The
“Portfolio Criteria” are as follows:


 


		(i)	The
                                         Portfolio Notional Amount does not exceed the Maximum Portfolio Notional Amount.



 


		(ii)	The
                                         sum of the Notional Amounts for all Reference Obligations that are Specified Reference
                                         Obligations does not exceed 25% of the Portfolio Target Amount.



 


		(iii)	The
                                         sum of the Notional Amounts for all Reference Obligations that are Committed Obligations
                                         does not exceed 10% of the Portfolio Target Amount.



 


		(iv)	The
                                         sum of the Notional Amounts for Reference Obligations of any single Reference Entity
                                         or any of its Affiliates does not exceed 5% of the Portfolio Target Amount; provided
                                         that sum of the Notional Amounts for Reference Obligations of up to three single
                                         Reference Entities or any of its Affiliates may be up to 7.5% of the Portfolio Target
                                         Amount.



 


		(v)	The
                                         sum of the Notional Amounts for Reference Obligations of Reference Entities in any single
                                         Moody’s Industry Classification Group does not exceed 15% of the Portfolio Target
                                         Amount.



 


		(vi)	After
                                         the Ramp-Up Period and prior to the Ramp-Down Period, the Reference Portfolio has a Weighted
                                         Average Rating of at most 2,720.



 


For
purposes hereof:


 


“Moody’s
Industry Classification Groups” means each of the categories set forth in Table 1 below.


 


“Weighted
Average Rating” means, as of any date of determination, the number obtained by (a) multiplying the Notional
Amount of each Reference Obligation that is not a Specified Reference Obligation by the applicable Rating Factor (as set forth
in Table 2 below) for the related Reference Entity; (b) summing the products obtained in clause (a) for all Reference
Obligations that are not Specified Reference Obligations; and (c) dividing the sum obtained in clause (b) by the aggregate
of the Notional Amounts of all Reference Obligations that are not Specified Reference Obligations.


 



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Table
1


 


Moody’s
Industry Classification Groups


 


Aerospace
& Defense


Automotive


Banking,
Finance, Insurance and Real Estate


Beverage,
Food, & Tobacco


Capital
Equipment


Chemicals,
Plastics, & Rubber


Construction
& Building


Consumer
goods: durable


Consumer
goods: non-durable


Containers,
Packaging, & Glass


Energy:
Electricity


Energy:
Oil & Gas


Environmental
Industries


Forest
Products & Paper


Healthcare
& Pharmaceuticals


High
Tech Industries


Hotel,
Gaming, & Leisure


Media:
Advertising, Printing & Publishing


Media:
Broadcasting & Subscription


Media:
Diversified & Production


Metals
& Mining


Retail


Services:
Business


Services:
Consumer


Sovereign
& Public Finance


Telecommunications


Transportation:
Cargo


Transportation:
Consumer


Utilities:
Electric


Utilities:
Oil & Gas


Utilities:
Water


Wholesale


 



    Page 42 


     


    

 


Table
2


 


Rating
Factors


 


	Moody’s
    Rating	Rating
    Factor
	Aaa	1
	Aa1	10
	Aa2	20
	Aa3	40
	A1	70
	A2	120
	A3	180
	Baa1	260
	Baa2	360
	Baa3	610
	Ba1	940
	Ba2	1,350
	Ba3	1,766
	B1	2,220
	B2	2,720
	B3	3,490
	Caa1	4,770
	Caa2	6,500
	Caa3
    or below	10,000


 



    Page 43 


     


    

 


Annex III


 


Approved
Buyers


 


Bank
of America, NA


The
Bank of Montreal


The
Bank of New York Mellon, N.A.


Barclays
Bank plc


BNP
Paribas


Calyon


Canadian
Imperial Bank of Commerce


Citibank,
N.A.


Credit
Agricole S.A.


Credit
Suisse


Deutsche
Bank AG


Dresdner
Bank AG


Goldman
Sachs & Co.


HSBC
Bank


JPMorgan
Chase Bank, N.A.


Merrill
Lynch, Pierce, Fenner & Smith Incorporated


Morgan
Stanley & Co.


Natixis


Northern
Trust Company


Royal
Bank of Canada


The
Royal Bank of Scotland plc


Societe
Generale


The
Toronto-Dominion Bank


UBS
AG


U.S.
Bank, National Association


Wachovia
Bank National Association


Wells
Fargo Bank, National Association


 



    Page 44