Common use of Applicable Margin Clause in Contracts

Applicable Margin. The Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate pursuant to §7.4(c): Pricing Level Consolidated Leverage Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than 45% 1.75% 0.75% Pricing Level 2 Greater than or equal to 45% but less than 55% 2.00% 1.00% Pricing Level 3 Greater than or equal to 55% but less than 60% 2.25% 1.25% Pricing Level 4 Greater than or equal to 60% 2.50% 1.50% The Applicable Margin shall not be adjusted based upon such Consolidated Leverage Ratio, if at all, until the third (3rd) Business Day following receipt of any updated Compliance Certificate. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Revolving Credit Loans shall be at Pricing Level 4 commencing on the first (1st) Business Day following the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until such failure is cured, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. The Applicable Rate in effect from the Effective Date through the date of the next change in the Applicable Rate pursuant to the provisions hereof shall be determined based upon Pricing Level 2. The provisions of this definition shall be subject to §2.6(e).

Applicable Margin. The Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate pursuant to §7.4(c): Pricing Level Consolidated Total Leverage Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than 40% 1.30% 0.30% Pricing Xxxxx 0 Equal to or greater than 40% but less than 45% 1.751.40% 0.750.40% Pricing Level 2 Greater Xxxxx 0 Equal to or greater than 45% but less than 50% 1.50% 0.50% Pricing Xxxxx 0 Equal to or equal to 45greater than 50% but less than 55% 2.001.65% 1.000.65% Pricing Level 3 Greater Xxxxx 0 Equal to or greater than or equal to 55% but less than 60% 2.251.85% 1.25% Pricing Level 4 Greater than or equal to 60% 2.50% 1.500.85% The Applicable Margin shall not be adjusted based upon such Consolidated Total Leverage Ratio, if at all, until the third (3rd) Business Day following receipt of any updated Compliance Certificate. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Revolving Credit Loans shall be at Pricing Level 4 5 commencing on the first (1st) Business Day following the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until such failure is cured, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. The Applicable Rate in effect from the Effective Date date hereof through the date of the next change in the Applicable Rate pursuant to the provisions hereof shall be determined based upon Pricing Level 23. The provisions of this definition shall be subject to §2.6(e2.7(e).

Applicable Margin. The Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate pursuant to §7.4(c): Pricing Level Consolidated Leverage Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than 45% 1.751.80 % 0.750.80 % Pricing Level 2 Greater Equal to or greater than 45% but less than 50% 1.95 % 0.95 % Pricing Level 3 Equal to or equal to 45greater than 50% but less than 55% 2.002.10 % 1.001.10 % Pricing Level 3 Greater 4 Equal to or greater than or equal to 55% but less than 60% 2.252.25 % 1.251.25 % Pricing Level 4 Greater 5 Equal to or greater than or equal to 60% 2.50but less than 65% 1.502.35 % 1.35 % Pricing Level 6 Equal to or greater than 65% 2.45 % 1.45 % The Applicable Margin shall not be adjusted based upon such Consolidated Leverage Ratio, if at all, until the third (3rd) Business Day first day of the first month following receipt the delivery of any updated Compliance Certificate. Certificate as required pursuant to §7.4(c) In the event that Parent Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Revolving Credit Loans shall be at Pricing Level 4 6 commencing on the first (1st) Business Day following the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until such failure is cured, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. The Applicable Rate Margin in effect from the Effective Date date hereof through the date of the next change in the Applicable Rate Margin pursuant to the provisions hereof shall be determined based upon Pricing Level 23. The provisions of this definition shall be subject to §2.6(e).

Applicable Margin. The Applicable Margin for LIBOR Rate SOFR Loans and Base Rate Loans shall be as set forth below based on the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate pursuant to §7.4(c): Pricing Level Consolidated Total Leverage Ratio LIBOR Rate SOFR Loans Base Rate Loans Pricing Level 1 Less than 40% 1.30% 0.30% Pricing Xxxxx 0 Equal to or greater than 40% but less than 45% 1.751.40% 0.750.40% Pricing Level 2 Greater Xxxxx 0 Equal to or greater than 45% but less than 50% 1.50% 0.50% Pricing Xxxxx 0 Equal to or equal to 45greater than 50% but less than 55% 2.001.65% 1.000.65% Pricing Level 3 Greater Xxxxx 0 Equal to or greater than or equal to 55% but less than 60% 2.251.85% 1.25% Pricing Level 4 Greater than or equal to 60% 2.50% 1.500.85% The Applicable Margin shall not be adjusted based upon such Consolidated Total Leverage Ratio, if at all, until the third (3rd) Business Day following receipt of any updated Compliance Certificate. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Revolving Credit Loans shall be at Pricing Level 4 5 commencing on the first (1st) Business Day following the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until such failure is cured, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. The Applicable Rate in effect from the Effective Date date hereof through the date of the next change in the Applicable Rate pursuant to the provisions hereof shall be determined based upon Pricing Level 24. The provisions of this definition shall be subject to §2.6(e2.7(e).

Applicable Margin. The Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below following percentages per annum, based on upon the ratio of Consolidated Leverage Ratio Funded Debt to Consolidated Tangible Net Worth as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to §7.4(c8.4(c): Pricing Level Ratio of Consolidated Leverage Ratio LIBOR Funded Debt to Consolidated Tangible Net Worth Eurodollar Rate Loans / Letter of Credit Fees Base Rate Loans Pricing Level 1 Less than 45Commitment Fee I ≥ 3.5x 2.25% 1.25% 0.35% II < 3.5x and ≥ 3.0x 2.00% 1.00% 0.30% III < 3.0x and ≥ 2.50x 1.75% 0.75% Pricing Level 2 Greater than or equal to 450.25% but less than 55% 2.00% 1.00% Pricing Level 3 Greater than or equal to 55% but less than 60% 2.25% 1.25% Pricing Level 4 Greater than or equal to 60% 2.50% IV < 2.50x 1.50% The Applicable Margin shall not be adjusted based upon such Consolidated Leverage Ratio, if at all, until the third (3rd) Business Day following receipt of any updated Compliance Certificate. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on 0.50% 0.20% Any increase or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, decrease in the Applicable Margin for Revolving Credit Loans resulting from a change in the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth shall be at Pricing Level 4 commencing on become effective as of the first (1st) Business Day immediately following the date a Compliance Certificate is delivered pursuant to §8.4(c); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until such failure is cured, in the date on which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance CertificateCertificate is delivered. The Applicable Rate Margin in effect from the Effective Closing Date through the date of delivery of the next change Compliance Certificate for the period ending June 30, 2013 (pursuant to §8.4(c)), with the financial statements to be delivered pursuant to §8.4(a), shall initially be set at Level II and in any event shall be no higher than Level II. Notwithstanding the foregoing to the contrary, in the event either the Borrowers or the Administrative Agent determines, in good faith, that the calculation of the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth on which the Applicable Rate pursuant Margin for any particular period was determined is inaccurate and, as a consequence thereof, the Applicable Margin was lower or higher than it should have been, (i) the Borrowers shall promptly deliver (but in any event within ten (10) Business Days after the Borrowers discover such inaccuracy or the Borrowers are notified by the Administrative Agent of such inaccuracy, as the case may be) to the provisions hereof Administrative Agent correct financial statements for such period (and if such financial statements are not accurately restated and delivered within thirty (30) days after the first discovery of such inaccuracy by the Borrowers or such notice, as the case may be, and the Applicable Margin was lower than it should have been, then Level I shall be determined apply retroactively for such period until such time as the correct financial statements are delivered and, upon the delivery of such corrected financial statements, thereafter the corrected Level shall apply for such period), (ii) the Administrative Agent shall determine and notify the Borrowers of the amount of interest that would have been due in respect of outstanding Obligations, if any, during such period had the Applicable Margin been calculated based upon Pricing on the correct ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth (or, to the extent applicable, the Level 2I Applicable Margin if such corrected financial statements were not delivered as provided herein) and (iii) the applicable Borrower shall promptly pay to the Administrative Agent the difference, if any, between that amount and the amount actually paid in respect of such period. The provisions foregoing notwithstanding shall in no way limit the rights of this definition shall be subject the Administrative Agent or the Lenders to §2.6(e)exercise their rights to impose the rate of interest applicable during an Event of Default as provided herein.

Applicable Margin. The Applicable Margin for LIBOR Rate SOFR Loans and Base Rate Loans of each Class shall be as set forth below based on the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate pursuant to §7.4(c): Pricing Level Consolidated Total Leverage Ratio LIBOR Revolving Credit SOFR Loans Revolving Credit Base Rate Loans Term Base Rate Loans Term Loan SOFR Loans Pricing Level 1 Less than 4540% 1.751.35% 0.750.35% 0.30% 1.30% Pricing Level 2 Greater Equal to or greater than 40% but less than 45% 1.45% 0.45% 0.40% 1.40% Pricing Level 3 Equal to or equal greater than 45% but less than 50% 1.55% 0.55% 0.50% 1.50% Pricing Level 4 Equal to 45or greater than 50% but less than 55% 2.001.70% 1.000.70% 0.65% 1.65% Pricing Level 3 Greater 5 Equal to or greater than or equal to 55% but less than 60% 2.251.90% 1.250.90% Pricing Level 4 Greater than or equal to 600.85% 2.50% 1.501.85% The Applicable Margin shall not be adjusted based upon such Consolidated Total Leverage Ratio, if at all, until the third (3rd) Business Day following receipt of any updated Compliance Certificate. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Revolving Credit Loans shall be at Pricing Level 4 5 commencing on the first (1st) Business Day following the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until such failure is cured, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. The Applicable Rate in effect from the Effective Date date hereof through the date of the next change in the Applicable Rate pursuant to the provisions hereof shall be determined based upon Pricing Level 24. The provisions of this definition shall be subject to §2.6(e2.7(g).

Applicable Margin. The Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate pursuant to §7.4(c): Pricing Level Consolidated Total Leverage Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than 4550% 1.752.50% 0.751.50% Pricing Level 2 Greater Xxxxx 0 Equal to or greater than or equal to 45% but less than 55% 2.00% 1.00% Pricing Level 3 Greater than or equal to 5550% but less than 60% 2.252.70% 1.251.70% Pricing Level 4 Greater Xxxxx 0 Equal to or greater than or equal to 60% 2.50but less than 65% 1.503.00% 2.00% The Applicable Margin shall not be adjusted based upon such Consolidated Total Leverage Ratio, if at all, until the third (3rd) Business Day following receipt of any updated Compliance Certificate. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Revolving Credit Loans shall be at Pricing Level 4 3 commencing on the first (1st) Business Day following the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until such failure is cured, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. The Applicable Rate in effect from the Effective Date date hereof through the date of the next change in the Applicable Rate pursuant to the provisions hereof shall be determined based upon Pricing Level 21. The provisions of this definition shall be subject to §2.6(e2.7(e).

Applicable Margin. The (a) From and after the Closing Date (and unless and until the Borrower and/or Parent obtains an Investment Grade Rating and Borrower elects to have the Applicable Margin determined pursuant to subparagraph (b) below), the Applicable Margin for LIBOR SOFR Rate Loans and Base Rate Loans of each Class shall be a percentage per annum as set forth below based on the ratio of the Consolidated Leverage Ratio as set forth in Total Indebtedness to the most recent Compliance Certificate pursuant to §7.4(c): Consolidated Total Asset Value: Pricing Level Consolidated Leverage Ratio LIBOR Revolving Credit SOFR Rate Loans Revolving Credit Base Rate Loans Pricing Level Term Loan SOFR Rate Loans Term Loan Base Rate Loans 1 Less than 45or equal to 40% 1.751.30 % 0.750.30 % Pricing Level 1.25 % 0.25 % 2 Greater than 40% but less than or equal to 45% 1.35 % 0.35 % 1.30 % 0.30 % 3 Greater than 45% but less than 55or equal to 50% 2.001.50 % 1.000.50 % Pricing Level 3 1.45 % 0.45 % 4 Greater than 50% but less than or equal to 55% but less 1.75 % 0.75 % 1.70 % 0.70 % 5 Greater than 6055% 2.252.00 % 1.251.00 % 1.95 % 0.95 % The Applicable Margin as of the Closing Date shall be at Pricing Level 4 Greater than or equal to 60% 2.50% 1.50% 3. The Applicable Margin shall not be adjusted based upon such Consolidated Leverage Ratioratio, if at all, until the third first (3rd1st) Business Day following receipt the delivery by Parent to the Agent of any updated the Compliance CertificateCertificate at the end of a calendar quarter. In the event that Borrower Parent shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Revolving Credit Loans shall be at Pricing Level 4 commencing on the first (1st) Business Day following the date on which such Compliance Certificate was required to have been delivered and shall remain in effect 5 until such failure is curedcured within any applicable cure period, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month Business Day following receipt of such Compliance Certificate. The Applicable Rate In the event that the Agent and Parent determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect from when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the Effective Date through the date application of the next change in a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Rate pursuant Margin applied for such Applicable Period, then (i) Parent shall as soon as practicable deliver to the provisions hereof Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Margin shall be determined based upon as if the Pricing Level 2. The provisions for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within five (5) Business Days of this definition demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be subject to §2.6(e)promptly applied by the Agent in accordance with this Agreement.

Applicable Margin. The Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate pursuant to §7.4(c): Pricing Level Consolidated Total Leverage Ratio Revolving Credit LIBOR Rate Loans Revolving Credit Base Rate Loans Term LIBOR Rate Loans Term Base Rate Loans Pricing Level 1 Less than 4540% 1.751.45%1.35% 0.750.45%0.35% 1.30% 0.30% Pricing Level 2 Greater Equal to or greater than 40% but less than 45% 1.55%1.45% 0.55%0.45% 1.40% 0.40% Pricing Level 3 Equal to or equal greater than 45% but less than 50% 1.65%1.55% 0.65%0.55% 1.50% 0.50% Pricing Level 4 Equal to 45or greater than 50% but less than 55% 2.001.80%1.70% 1.000.80%0.70% 1.65% 0.65% Pricing Level 3 Greater 5 Equal to or greater than or equal to 55% but less than 60% 2.252.00%1.90% 1.251.00%0.90% Pricing Level 4 Greater than or equal to 601.85% 2.50% 1.500.85% The Applicable Margin shall not be adjusted based upon such Consolidated Total Leverage Ratio, if at all, until the third (3rd) Business Day following receipt of any updated Compliance Certificate. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Revolving Credit Loans shall be at Pricing Level 4 5 commencing on the first (1st) Business Day following the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until such failure is cured, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. The Applicable Rate in effect from the Effective Date date hereof through the date of the next change in the Applicable Rate pursuant to the provisions hereof shall be determined based upon Pricing Level 23. The provisions of this definition shall be subject to §2.6(e2.7(e).

Applicable Margin. The Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate pursuant to §7.4(c): Pricing Level Consolidated Leverage Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than or equal to 45% 1.751.65 % 0.750.65 % Pricing Level 2 Greater than or equal to 45% but less than or equal to 55% 2.001.85 % 1.000.85 % Pricing Level 3 Greater than or equal to 55% but less than or equal to 60% 2.252.15 % 1.251.15 % Pricing Level 4 Greater than 60% but less than or equal to 6065% 2.502.25 % 1.501.25 % Pricing Level 5 Greater than 65% 2.45 % 1.45 % The Applicable Margin shall not be adjusted based upon such Consolidated Leverage Ratio, if at all, until first day of the third (3rd) Business Day next fiscal quarter following receipt of any updated Compliance Certificate. In the event that Parent Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Revolving Credit Loans shall be at Pricing Level 4 5 commencing on the first (1st) Business Day following the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until such failure is cured, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. The Applicable Rate in effect from the Effective Closing Date through the date of the next change in the Applicable Rate pursuant to the provisions hereof shall be determined based upon Pricing Level 25. The provisions of this definition shall be subject to §2.6(e).

Applicable Margin. The Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below following percentages per annum, based on upon the ratio of Consolidated Leverage Ratio Funded Debt to Consolidated Tangible Net Worth as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to §7.4(c8.4(c): Pricing Level Ratio of Consolidated Leverage Ratio LIBOR Funded Debt to Consolidated Tangible Net Worth Eurodollar Rate Loans / Letter of Credit Fees Base Rate Loans Pricing Level 1 Less than 45Commitment Fee I ≥ 3.5x 2.00% 1.00% 0.35% II < 3.5x and ≥ 3.0x 1.75% 0.75% Pricing Level 2 Greater than or equal to 450.30% but less than 55III < 3.0x and ≥ 2.50x 1.50% 2.000.50% 1.000.25% Pricing Level 3 Greater than or equal to 55% but less than 60% 2.25% IV < 2.50x 1.25% Pricing Level 4 Greater than 0.25% 0.20% Any increase or equal to 60% 2.50% 1.50% The Applicable Margin shall not be adjusted based upon such Consolidated Leverage Ratio, if at all, until the third (3rd) Business Day following receipt of any updated Compliance Certificate. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, decrease in the Applicable Margin for Revolving Credit Loans resulting from a change in the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth shall be at Pricing Level 4 commencing on become effective as of the first (1st) Business Day immediately following the date a Compliance Certificate is delivered pursuant to §8.4(c); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until such failure is cured, in the date on which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance CertificateCertificate is delivered. The Applicable Rate Margin in effect from the Third Amendment Effective Date through the date of delivery of the next change Compliance Certificate for the period ending March 31, 2015 (pursuant to §8.4(c)), with the financial statements to be delivered pursuant to §8.4(a), shall initially be set at Level II and in any event shall be no lower than Level II. Notwithstanding the foregoing to the contrary, in the event either the Borrowers or the Administrative Agent determines, in good faith, that the calculation of the ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth on which the Applicable Rate pursuant Margin for any particular period was determined is inaccurate and, as a consequence thereof, the Applicable Margin was lower or higher than it should have been, (i) the Borrowers shall promptly deliver (but in any event within ten (10) Business Days after the Borrowers discover such inaccuracy or the Borrowers are notified by the Administrative Agent of such inaccuracy, as the case may be) to the provisions hereof Administrative Agent correct financial statements for such period (and if such financial statements are not accurately restated and delivered within thirty (30) days after the first discovery of such inaccuracy by the Borrowers or such notice, as the case may be, and the Applicable Margin was lower than it should have been, then Level I shall be determined apply retroactively for such period until such time as the correct financial statements are delivered and, upon the delivery of such corrected financial statements, thereafter the corrected Level shall apply for such period), (ii) the Administrative Agent shall determine and notify the Borrowers of the amount of interest that would have been due in respect of outstanding Obligations, if any, during such period had the Applicable Margin been calculated based upon Pricing on the correct ratio of Consolidated Funded Debt to Consolidated Tangible Net Worth (or, to the extent applicable, the Level 2I Applicable Margin if such corrected financial statements were not delivered as provided herein) and (iii) the applicable Borrower shall promptly pay to the Administrative Agent the difference, if any, between that amount and the amount actually paid in respect of such period. The provisions foregoing notwithstanding shall in no way limit the rights of this definition shall be subject the Administrative Agent or the Lenders to §2.6(e)exercise their rights to impose the rate of interest applicable during an Event of Default as provided herein.

Applicable Margin. The Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate pursuant to §7.4(c): Pricing Level Consolidated Total Leverage Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than 45% 1.75% 0.75% Pricing Level 2 Greater than or equal to 45% but less than 5550% 2.00% 1.00% Pricing Level 3 Greater Xxxxx 0 Equal to or greater than or equal to 5550% but less than 60% 2.25% 1.25% Pricing Level 4 Greater Xxxxx 0 Equal to or greater than or equal to 60% but less than 65% 2.50% 1.50% The Applicable Margin shall not be adjusted based upon such Consolidated Total Leverage Ratio, if at all, until the third (3rd) Business Day following receipt of any updated Compliance Certificate. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Revolving Credit Loans shall be at Pricing Level 4 3 commencing on the first (1st) Business Day following the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until such failure is cured, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. The Applicable Rate in effect from the Effective Date date hereof through the date of the next change in the Applicable Rate pursuant to the provisions hereof shall be determined based upon Pricing Level 2. The provisions of this definition shall be subject to §2.6(e2.7(e).

Applicable Margin. The Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate pursuant to §7.4(c): Pricing Level Consolidated Leverage Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than 45% 1.751.30 % 0.750.30 % Pricing Level 2 Greater Equal to or greater than 45% but less than 50% 1.45 % 0.45 % Pricing Level 3 Equal to or equal to 45greater than 50% but less than 55% 2.001.50 % 1.000.50 % Pricing Level 3 Greater 4 Equal to or greater than or equal to 55% but less than 60% 2.251.55 % 1.250.55 % Pricing Level 4 Greater 5 Equal to or greater than or equal to 60% 2.501.65 % 1.500.65 % The Applicable Margin shall not be adjusted based upon such Consolidated Leverage Ratio, if at all, until the third (3rd) Business Day first day of the first month following receipt the delivery of any updated Compliance CertificateCertificate as required pursuant to §7.4(c). In the event that Parent Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Revolving Credit Loans shall be at Pricing Level 4 5 commencing on the first (1st) Business Day following the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until such failure is cured, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. The Applicable Rate Margin in effect from the Effective Date date hereof through the date of the next change in the Applicable Rate Margin pursuant to the provisions hereof shall be determined based upon Pricing Level 24. The provisions of this definition shall be subject to §2.6(e).

Applicable Margin. The Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate pursuant to §7.4(c): Pricing Level Consolidated Total Leverage Ratio LIBOR Rate Loans Base Rate Loans Pricing Level 1 Less than 45% 1.75% 0.75% Pricing Level 2 Greater than or equal to 45% but less than 5550% 2.00% 1.00% Pricing Level 3 Greater Xxxxx 0 Equal to or greater than or equal to 5550% but less than 60% 2.25% 1.25% Pricing Level 4 Greater Xxxxx 0 Equal to or greater than or equal to 60% but less than 65% 2.50% 1.50% The Applicable Margin shall not be adjusted based upon such Consolidated Leverage RatioTotal Leverage, if at all, until the third (3rd) Business Day following receipt of any updated Compliance Certificate. In the event that Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.4(c), then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin for Revolving Credit Loans shall be at Pricing Level 4 3 commencing on the first (1st) Business Day following the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until such failure is cured, in which event the Applicable Margin shall adjust, if necessary, on the first (1st) day of the first (1st) month following receipt of such Compliance Certificate. The Applicable Rate in effect from the Effective Date date hereof through the date of the next change in the Applicable Rate pursuant to the provisions hereof shall be determined based upon Pricing Level 2. The provisions of this definition shall be subject to §2.6(e).