Common use of Applicable Margins and Fees Clause in Contracts

Applicable Margins and Fees. (a) [Reserved]. (b) The Base Rate Applicable Margin and the LIBOR Applicable Margin shall vary from time to time in accordance with the Investment Grade Rating as follows (such that the Applicable Margin shall change from time to time as and when the Investment Grade Rating changes, which changes shall be effective from and after the date that notice is delivered from the Borrower to the Administrative Agent of the applicable Investment Grade Rating change): A/A2 (“Level I”) 0.75% 0.75% A-/A3 (“Level II”) 0.80% 0.80% BBB+/Baa1 (“Level III”) 0.85% 0.85% BBB/Baa2 (“Level IV”) 0.95% 0.95% BBB-/Baa3 (“Level V”) 1.20% 1.20% Below BBB- and Baa3 (“Level VI”) 1.60% 1.60% Notwithstanding the Investment Grade Rating set forth in above table, if: (i) the Consolidated Leverage Ratio as of the last day of the most recently ending fiscal quarter of the Borrower as set forth in the corresponding compliance certificate delivered pursuant to Section 8.2(iv) is less than 32.5% (or, so long as the Consolidated Leverage Ratio shall have been less than 32.5% during the immediately preceding fiscal quarter, greater than or equal to 32.5% but less than 37.5%; provided that the provisions of this parenthetical shall be applicable for only one fiscal quarter during the term of this Agreement), and (ii) (a) the Borrower’s Investment Grade Rating with S&P is not lower than BBB and (b) the Borrower’s Investment Grade Rating with ▇▇▇▇▇’▇ is not lower than Baa2, the Base Rate Applicable Margin, the LIBOR Applicable Margin shall be set at Level III. For the avoidance of doubt, (x) if the Consolidated Leverage Ratio is greater than or equal to 32.5% for two or more consecutive fiscal quarters, the Borrower will again satisfy the condition set forth in clause (i) above when and if the Consolidated Leverage Ratio as of the last day of the most recently ending fiscal quarter of the Borrower as set forth in the corresponding compliance certificate delivered pursuant to Section 8.2(iv) is less than 32.5%, and (y) the Borrower may qualify for pricing at Level I, II or III based solely upon its Investment Grade Rating even if it does not meet the Consolidated Leverage Ratio condition described in clause (i) above. Any increase or decrease in the Base Rate Applicable Margin, the LIBOR Applicable Margin resulting from a change in the Consolidated Leverage Ratio in accordance with the foregoing proviso shall become effective as of the first Business Day immediately following the date a compliance certificate is delivered pursuant to Section 8.2(iv); provided, that if a compliance certificate is not delivered when due in accordance with such Section, then the Level corresponding to the Investment Grade Rating then in effect shall apply as of the fifth Business Day after the date on which such compliance certificate was required to have been delivered and shall remain in effect until the date on which such compliance certificate is delivered. The parties acknowledge and agree the Consolidated Leverage Ratio for the first fiscal quarter of 2021 is less than 32.5%. The Applicable Margin shall be determined by the higher of the two ratings from S&P or Moody’s. In the event that such two ratings are more than one rating level apart and both are Investment Grade Ratings, then the rating level one level above the lower of the two ratings shall apply. If only one Investment Grade Ratings has been issued, the Applicable Margin shall be determined based on the sole Investment Grade Rating then in effect. If Investment Grade Ratings shall have been assigned by both rating agencies and thereafter the Borrower does not have an Investment Grade Rating from either Rating Agency, the Applicable Margin shall be determined based on Level VI of the foregoing table in this Section 2.9(b). (c) [Reserved].

Applicable Margins and Fees. (a) [Reserved]. (b) The Base Rate Applicable Margin and the LIBOR LIBOR, Adjusted Daily Simple SOFR Applicable Margin and the Term SOFR Applicable Margin shall vary from time to time in accordance with the Investment Grade Rating as follows (such that the Applicable Margin shall change from time to time as and when the Investment Grade Rating changes, which changes shall be effective from and after the date that notice is delivered from the Borrower to the Administrative Agent of the applicable Investment Grade Rating change): Rating Level LIBORTerm SOFR Applicable Margin and Adjusted Daily Simple SOFR Applicable Margin Base Rate Applicable Margin A/A2 (“Level I”) 0.75% 0.750.750.00% A-/A3 (“Level II”) 0.80% 0.800.800.00% BBB+/Baa1 (“Level III”) 0.85% 0.850.850.00% BBB/Baa2 (“Level IV”) 0.95% 0.950.950.00% BBB-/Baa3 (“Level V”) 1.20% 1.201.200.20% Below BBB- and Baa3 (“Level VI”) 1.60% 1.601.600.60% Notwithstanding the Investment Grade Rating set forth in above table, if: (i) the Consolidated Leverage Ratio as of the last day of the most recently ending fiscal quarter of the Borrower as set forth in the corresponding compliance certificate delivered pursuant to Section 8.2(iv) is less than 32.5% (or, so long as the Consolidated Leverage Ratio shall have been less than 32.5% during the immediately preceding fiscal quarter, greater than or equal to 32.5% but less than 37.5%; provided that the provisions of this parenthetical shall be applicable for only one fiscal quarter during the term of this Agreement), and (ii) (a) the Borrower’s Investment Grade Rating with S&P is not lower than BBB and (b) the Borrower’s Investment Grade Rating with Moody’s ▇▇ ▇▇▇▇▇’▇ is not lower than Baa2, the Base Rate Applicable Margin, the LIBOR LIBORAdjusted Daily Simple SOFR Applicable Margin and the Term SOFR Applicable Margin shall be set at Level III. For the avoidance of doubt, (x) if the Consolidated Leverage Ratio is greater than or equal to 32.5% for two or more consecutive fiscal quarters, the Borrower will again satisfy the condition set forth in clause (i) above when and if the Consolidated Leverage Ratio as of the last day of the most recently ending fiscal quarter of the Borrower as set forth in the corresponding compliance certificate delivered pursuant to Section 8.2(iv) is less than 32.5%, and (y) the Borrower may qualify for pricing at Level I, II or III based solely upon its Investment Grade Rating even if it does not meet the Consolidated Leverage Ratio condition described in clause (i) above. Any increase or decrease in the Base Rate Applicable Margin, the LIBOR LIBORAdjusted Daily Simple SOFR Applicable Margin or the Term SOFR Applicable Margin resulting from a change in the Consolidated Leverage Ratio in accordance with the foregoing proviso shall become effective as of the first Business Day immediately following the date a compliance certificate is delivered pursuant to Section 8.2(iv); provided, that if a compliance certificate is not delivered when due in accordance with such Section, then the Level corresponding to the Investment Grade Rating then in effect shall apply as of the fifth Business Day after the date on which such compliance certificate was required to have been delivered and shall remain in effect until the date on which such compliance certificate is delivered. The parties acknowledge and agree the Consolidated Leverage Ratio for the first fiscal quarter of 2021 is less than 32.5%. The Applicable Margin shall be determined by the higher of the two ratings from S&P or Moody’s. In the ▇▇ ▇▇▇ event that such two ratings are more than one rating level apart and both are Investment Grade Ratings, then the rating level one level above the lower of the two ratings shall apply. If only one Investment Grade Ratings has been issued, the Applicable Margin shall be determined based on the sole Investment Grade Rating then in effect. If Investment Grade Ratings shall have been assigned by both rating agencies and thereafter the Borrower does not have an Investment Grade Rating from either Rating Agency, the Applicable Margin shall be determined based on Level VI of the foregoing table in this Section 2.9(b). (c) [Reserved].

Applicable Margins and Fees. (a) [Reserved]. (b) The Base Rate ABR Applicable Margin and the LIBOR Applicable Margin to be used in calculating the interest rate applicable to different types of Advances and the Commitment Fee shall vary from time to time in accordance with the Investment Grade ratings for the Operating Partnership's or Equity Inns' long-term, senior unsecured debt as follows: No Rating as follows (such that the Pricing Period in Effect: LIBOR ABR Applicable Applicable Margin Margin ----------------- -------------- Consolidated Total Indebtedness as a Percentage of Total Value less than or equal to 25% 1.775% 0.10% over 25%, but less than or equal 1.875% 0.25% to 35% over 35%, but less than or equal 2.00% 0.30% to 40% over 40% 2.25% 0.35% Rating Pricing Period in Effect: LIBOR ABR Rating Level of Lower of Two Highest Applicable Margin Applicable Margin Ratings* ------------------------------------ ----------------- ----------------- A-/A3 1.50% 0.0% BBB+/Baa1 1.625% 0.0% BBB/Baa2 1.75% 0.0% BBB-/Baa3 1.875% 0.0% * Rating levels established by reference to S&P and Moody's ratings, respectively. At least one of S&P or Moody's ratings must always be included in the two ratings used. The Applicable Margins when no Rating Pricing Period is in effect will change only quarterly and upon delivery of a compliance certificate in the form of Exhibit H attached hereto, when the Total Value is determined. When a Rating Pricing Period is in effect, all Applicable Margins shall change from time to time as and when the Investment Grade Rating applicable rating level changes, which changes shall be effective from and after the date that notice is delivered from the Borrower to the Administrative Agent of the applicable Investment Grade Rating change): A/A2 (“Level I”) 0.75% 0.75% A-/A3 (“Level II”) 0.80% 0.80% BBB+/Baa1 (“Level III”) 0.85% 0.85% BBB/Baa2 (“Level IV”) 0.95% 0.95% BBB-/Baa3 (“Level V”) 1.20% 1.20% Below BBB- and Baa3 (“Level VI”) 1.60% 1.60% Notwithstanding the Investment Grade Rating set forth in above table, if: (i) the Consolidated Leverage Ratio as of the last day of the most recently ending fiscal quarter of the Borrower as set forth in the corresponding compliance certificate delivered pursuant to Section 8.2(iv) is less than 32.5% (or, so long as the Consolidated Leverage Ratio shall have been less than 32.5% during the immediately preceding fiscal quarter, greater than or equal to 32.5% but less than 37.5%; provided that the provisions of this parenthetical shall be applicable for only one fiscal quarter during the term of this Agreement), and (ii) (a) the Borrower’s Investment Grade Rating with S&P is not lower than BBB and (b) the Borrower’s Investment Grade Rating with ▇▇▇▇▇’▇ is not lower than Baa2, the Base Rate Applicable Margin, the LIBOR Applicable Margin shall be set at Level III. For the avoidance of doubt, (x) if the Consolidated Leverage Ratio is greater than or equal to 32.5% for two or more consecutive fiscal quarters, the Borrower will again satisfy the condition set forth in clause (i) above when and if the Consolidated Leverage Ratio as of the last day of the most recently ending fiscal quarter of the Borrower as set forth in the corresponding compliance certificate delivered pursuant to Section 8.2(iv) is less than 32.5%, and (y) the Borrower may qualify for pricing at Level I, II or III based solely upon its Investment Grade Rating even if it does not meet the Consolidated Leverage Ratio condition described in clause (i) above. Any increase or decrease in the Base Rate Applicable Margin, the LIBOR Applicable Margin resulting from a change in the Consolidated Leverage Ratio in accordance with the foregoing proviso shall become effective as of the first Business Day immediately following the date a compliance certificate is delivered pursuant to Section 8.2(iv); provided, that if a compliance certificate is not delivered when due in accordance with such Section, then the Level corresponding to the Investment Grade Rating then in effect shall apply as of the fifth Business Day after the date on which such compliance certificate was required to have been delivered and shall remain in effect until the date on which such compliance certificate is delivered. The parties acknowledge and agree the Consolidated Leverage Ratio for the first fiscal quarter of 2021 is less than 32.5%. The Applicable Margin shall be determined by the higher of the two ratings from S&P or Moody’s. In the event that such two an agency issues different ratings are more than one rating level apart for the Operating Partnership and both are Investment Grade RatingsEquity Inns, then the higher rating level one level above the lower of for the two ratings shall apply. If only one Investment Grade Ratings has been issued, the Applicable Margin entities shall be determined based on deemed to be the sole Investment Grade Rating then in effect. If Investment Grade Ratings shall have been assigned by both rating agencies and thereafter the Borrower does not have an Investment Grade Rating from either Rating Agency, the Applicable Margin shall be determined based on Level VI of the foregoing table in this Section 2.9(b)such agency. (c) [Reserved].