Common use of Applicable Rate Clause in Contracts

Applicable Rate. The Applicable Rate shall be the following amounts per annum, based upon the ratio of Funded Debt to EBITDA (as defined in Section 8.3 this Agreement, the “Financial Test”), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower’s most recent financial statements) received by the Bank as required in the Covenants Sections of this Agreement. Until the Bank receives the first compliance certificate or financial statement, the Applicable Rate shall be the amounts indicated for pricing level 5 set forth below: Applicable Rate (in percentage points per annum) Funded Debt/ Unused Pricing Level EBITDA LIBOR + Prime Rate + Commitment Fee 1 > 3.00 2.00 0 .375 2 > 2.25 and < 3.00 1.75 0 .350 3 > 1.50 and < 2.25 1.50 0 .300 4 > 1.00 and < 1.50 1.25 0 .250 5 < 1.00 1.00 0 .200 The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statement, the Applicable Rate from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower’s obligations under this Section shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable Rate shall be the following amounts per annum, based upon the ratio of Funded Debt Total Liabilities to EBITDA Tangible Net Worth (as defined in Section 8.3 the “Covenants” section of this Agreement, the “Financial Test”), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower’s most recent financial statements) received by the Bank as required in the Covenants Sections of this Agreementsection. Until the Bank receives the first compliance certificate or financial statement, the Applicable Rate shall be the amounts indicated for pricing level 5 4 set forth below: Applicable Rate (in percentage points per annum) Funded Debt/ Total Liabilities/ Unused Tangible Net Commitment Pricing Level EBITDA Worth LIBOR + Prime Rate PRIME + Commitment Fee 1 > 3.00 2.00 0 .375 1.25 1.250 % -0.50% 0.2500 % 2 > 2.25 £ 1.25 and < 3.00 1.75 0 .350 >1.0 1.000 % -0.75% 0.2500 % 3 > 1.50 and < 2.25 1.50 0 .300 4 > £ 1.00 and < 1.50 1.25 0 .250 >.75 0.875 % -1.00% 0.1875 % 4 £ .75 and >.50 0.625 % -1.25% 0.1875 % 5 < 1.00 1.00 0 .200 £ .50 0.500 % -1.25% 0.1250 % The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statement, the Applicable Rate from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower’s obligations under this Section paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable Rate shall be the following amounts per annum, based upon the ratio of Total Funded Debt to Adjusted EBITDA (as defined in Section 8.3 the “Covenants” section of this Agreement, the “"Financial Test”"), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower’s most recent financial statements) received by the Bank as required in the Covenants Sections of this Agreementsection. Until the Bank receives the first compliance certificate or financial statement, the Applicable Rate shall be the amounts indicated for pricing level 5 2 set forth below: Applicable Rate (in percentage points per annum) Funded Debt/ Unused Pricing Level Total Funded Debt to Adjusted EBITDA LIBOR Daily Floating BSBY + Prime Rate + Unused Commitment Fee 1 > 3.00 2.00 0 .375 ≤1.00x 1.00% 0.125% 2 > 2.25 and < 3.00 1.75 0 .350 >1.00x ≤1.75x 1.25% 0.15% 3 > 1.50 and < 2.25 1.50 0 .300 >1.75x ≤2.5x 1.50% 0.175% 4 > 1.00 and < 1.50 1.25 0 .250 5 < 1.00 1.00 0 .200 ˃2.5x 1.75% 0.20% The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the banking day following the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statement, the Applicable Rate from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower’s obligations under this Section paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable Rate shall be the following amounts per annum, based upon the ratio of Funded Debt to EBITDA Ratio (as defined in Section 8.3 the “Covenants” section of this Agreement, the “"Financial Test”"), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower’s most recent financial statements) received by the Bank as required in the Covenants Sections of this Agreementsection. Until the Bank receives the first compliance certificate or financial statementcertificate, the Applicable Rate shall be the amounts indicated for pricing level 5 1 set forth below: Applicable Rate (in percentage points per annum) Funded Debt/ Unused Pricing Level Funded Debt to EBITDA Ratio LIBOR + Prime Daily Floating Rate + Loans and Letter of Credit Fee Unused Commitment Fee 1 > 3.00 2.00 0 .375 < 2.0 to 1.0 1.25% 0.15% 2 > 2.25 and < 3.00 1.75 0 .350 3 > 1.50 and < 2.25 1.50 0 .300 4 > 1.00 and < 1.50 1.25 0 .250 5 < 1.00 1.00 0 .200 2.0 to 1.0 1.75% 0.25% The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statementcertificate, the Applicable Rate from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. Notwithstanding anything to the contrary contained herein, (i) in the event the Obligors have not begun transferring their domestic depository accounts, disbursement accounts, cash management services and p-card business to the Bank on or before February 28, 2018 (or such later date acceptable to the Bank in its sole discretion), and (ii) thereafter, if the Obligors fail to maintain their domestic depository accounts, disbursement accounts and p-card business with the Bank, then, in either case, the Unused Commitment Fee shall be increased to (i) 0.25% for Pricing Xxxxx 0 and (ii) 0.35% for Pricing Level 2. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower’s obligations under this Section paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable Rate shall be the following amounts per annum, based upon the ratio of Funded Debt to EBITDA (as defined in Section 8.3 this Agreement, the “Financial Test”), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower’s most recent financial statements) received by the Bank as required in the Covenants Sections of this Agreement. Until section; provided, however, from the date hereof until the date on which Bank receives has received the first compliance certificate or financial statementstatement from the Borrower, the Applicable Rate shall be equal to the amounts indicated for pricing level 5 set forth below: Daily Simple SOFR plus two percent (2.00%). Applicable Rate (in percentage points per annum) Funded Debt/ Unused Pricing Level Funded Debt to EBITDA LIBOR Daily Simple SOFR + Prime Rate + Commitment Fee 1 > 3.00 Greater than or equal to 3.0 to 1.0 2.60 % 2 Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 2.30 % 3 Less than 2.5 to 1.0 2.00 0 .375 2 > 2.25 and < 3.00 1.75 0 .350 3 > 1.50 and < 2.25 1.50 0 .300 4 > 1.00 and < 1.50 1.25 0 .250 5 < 1.00 1.00 0 .200 % The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statement, the Applicable Rate from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower’s obligations under this Section paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable LIBOR Rate Margin and the Applicable Base Rate Margin (each such margin, the "Applicable Rate") shall be the following amounts per annum, based upon the ratio of Funded Debt to EBITDA Ratio (as defined in Section 8.3 9.4 of this Agreement, the “"Financial Test”"), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower’s 's most recent financial statements) received by the Bank as required in the Covenants Sections of this Agreement. Until Section 9.2; provided, however, that, until the Bank receives the first compliance certificate or financial statement, the Applicable Rate such amounts shall be the amounts those indicated for pricing level 5 4 set forth below: Applicable Rate (in percentage points per annum) Funded Debt/ Unused Pricing Level Funded Debt to EBITDA Ratio Applicable LIBOR + Prime Rate + Margin Applicable Base Rate Margin Unused Commitment Fee 1 > ˂ 1.75:1 plus 1.75 minus 0.75 0.20 3 ≤ 2.50:1 but ˂ 3.25:1 plus 2.50 even 0.25 4 ≤ 3.25:1 but ≥ 4.0:1 plus 3.00 2.00 0 .375 2 > 2.25 and < 3.00 1.75 0 .350 3 > 1.50 and < 2.25 1.50 0 .300 4 > 1.00 and < 1.50 1.25 0 .250 5 < 1.00 1.00 0 .200 plus 0.50 0.30 The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statement, the Applicable Rate from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank’s 's acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower’s 's obligations under this Section paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable Rate shall be the following amounts per annum, based upon the ratio of Funded Debt to EBITDA (as defined in Section 8.3 this Agreement9.3, the “Financial Test”), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower’s most recent financial statements) received by the Bank as required in the Covenants Sections of this AgreementSection 9.2. Until the Bank receives the first compliance certificate or financial statement, the Applicable Rate shall be the amounts indicated for pricing level 5 2 set forth below: Applicable Rate (in percentage points per annum) Funded Debt/ Unused Pricing Level Funded Debt to EBITDA LIBOR LIBOR/IBOR + Prime Rate + Commitment +/- Fee Margin: 1 >to 4.0 to 1 1.500 0.00 0.250 2 <4.0 to 1 but > 3.00 2.00 0 .375 2 3.0 to 1 1.250 -0.25 0.225 3 <3.0 to 1 but > 2.25 and 2.0 to 1 1.125 -0.50 0.200 4 < 3.00 1.75 0 .350 3 > 1.50 and < 2.25 1.50 0 .300 4 > 1.00 and < 1.50 1.25 0 .250 5 < 1.00 1.00 0 .200 2.0 to 1 1.000 -0.75 0.175 The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statementstatement by more than 30 days, the Applicable Rate from the date 30 days after such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower’s obligations under this Section paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable Rate shall be the following amounts per annum, based upon the ratio of Funded Debt to EBITDA (as defined in Section 8.3 this Agreement, the “Financial Test”), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower’s most recent financial statements) received by the Bank as required in the Covenants Sections of this Agreement. Until section; provided, however, from the date hereof until the date on which Bank receives has received the first compliance certificate or financial statementstatement from the Borrower, the Applicable Rate shall be equal to the amounts indicated for pricing level 5 set forth below: LIBOR Daily Floating Rate plus two percent (2.0%). Applicable Rate (in percentage points per annum) Funded Debt/ Unused Pricing Level Funded Debt to EBITDA LIBOR + Prime Daily Floating Rate + Commitment Fee 1 > 3.00 2.00 0 .375 Greater than 3.0 to 1.0 2.6 % 2 > 2.25 and < 3.00 1.75 0 .350 Greater than or equal to 2.5 to 1.0 but less than or equal to 3.0 to 1.0 2.3 % 3 > 1.50 and < 2.25 1.50 0 .300 4 > 1.00 and < 1.50 1.25 0 .250 5 < 1.00 1.00 0 .200 Less than 2.5 to 1.0 2.0 % The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statement, the Applicable Rate from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower’s obligations under this Section paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable Rate shall be the following amounts per annum, based upon the ratio of Funded Debt to EBITDA (as defined in Section 8.3 8.4 of this Agreement, the “"Financial Test”"), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower’s most recent financial statements) received by the Bank as required in the Covenants Sections of this Agreementsection. Until the Bank receives the first compliance certificate or financial statement, the Applicable Rate shall be the amounts indicated for pricing level 5 set forth belowindicated below with an asterisk: Applicable Rate (in percentage points per annum) Funded Debt/ Debt to EBITDA APPLICABLE RATE For LIBOR Portions: For Prime-Based Loans Unused Pricing Level EBITDA LIBOR + Prime Rate + Commitment Fee 1 > 3.00 2.00 0 .375 2 > 2.25 < 1.0x 2.25% 0.75% 0.25% *>/= 1.00x and < 3.00 1.75 0 .350 3 > 1.50 and < 2.25 1.50 0 .300 4 > 1.00 and < 1.50 1.25 0 .250 5 < 1.00 1.00 0 .200 2.00x 2.50% 1.00% 0.30% >/= 2.00x 2.75% 1.25% 0.35% The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statement, the Applicable Rate from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower’s obligations under this Section paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable Rate shall be the following amounts per annum, based upon the ratio of Funded Debt to EBITDA (as defined in Section 8.3 8.4 of this Agreement, the “"Financial Test”"), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower’s 's most recent financial statements) received by the Bank as required in the Covenants Sections of this Agreement. Until the Bank receives the first compliance certificate or financial statement, the Applicable Rate shall be the amounts indicated for pricing level 5 set forth belowsection: Applicable Rate (in percentage points per annum) APPLICABLE RATE Level Funded Debt/ Debt to EBITDA For LIBOR Portions: For Prime-Based Loans Unused Pricing Level EBITDA LIBOR + Prime Rate + Commitment Fee 1 > 3.00 2.00 0 .375 2 > 2.25 I < 1.0x 2.75% 1.25% 0.30% II >/= 1.00x and < 3.00 1.75 0 .350 3 > 1.50 and < 2.25 1.50 0 .300 4 > 1.00 and < 1.50 1.25 0 .250 5 < 1.00 1.00 0 .200 2.00x 3.00% 1.50% 0.35% III >/= 2.00x 3.25% 1.75% 0.40% The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statement, the Applicable Rate from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. The Applicable Rate will be set at Level III from March 19, 2015, until the Borrower delivers a compliance certificate pursuant to Section 8.2(b). If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank’s 's acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower’s 's obligations under this Section paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable Rate shall be (a) 3.50% for LIBOR/IBOR and 0.50% for the Fee Margin until receipt by the Bank of the Borrower’s financial statements for the period ending September 30, 2009, and (b) thereafter, the following amounts per annum, based upon the ratio of Funded Debt to EBITDA (as defined in Section 8.3 this Agreement9.3, the “Financial Test”), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower’s most recent financial statements) received by the Bank as required in the Covenants Sections of this Agreement. Until the Bank receives the first compliance certificate or financial statement, the Applicable Rate shall be the amounts indicated for pricing level 5 set forth belowSection 9.2: Applicable Rate (in percentage points per annum) Funded Debt/ Unused Pricing Level Funded Debt to EBITDA LIBOR LIBOR/IBOR + Prime Rate + Commitment Fee Margin: 1 >4.0 to 1 3.50 0.500 2 <4.0 to 1 but > 3.0 to 1 3.00 0.500 3 <3.0 to 1 but > 2.0 to 1 2.00 0 .375 2 > 2.25 and 0.375 4 < 3.00 2.0 to 1 1.75 0 .350 3 > 1.50 and < 2.25 1.50 0 .300 4 > 1.00 and < 1.50 1.25 0 .250 5 < 1.00 1.00 0 .200 0.300 The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statementstatement by more than 30 days, the Applicable Rate from the date 30 days after such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower’s obligations under this Section paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable Rate shall be the following amounts per annum, based upon the ratio of Funded Debt to EBITDA (as defined in Section 8.3 this Agreement, the “Financial Test”), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower’s most recent financial statements) received by the Bank as required in the Covenants Sections of this Agreementsection. Until the Bank receives the first compliance certificate or financial statement, the Applicable Rate shall be the amounts indicated for pricing level 5 set forth below: Applicable Rate (in percentage points per annum) Funded Debt/ Unused Pricing Level Funded Debt to EBITDA LIBOR + Prime Daily Floating Rate + Commitment Fee 1 > 3.00 2.00 0 .375 Greater than 3.0 to 1.0 2.6 % 2 > 2.25 and < 3.00 1.75 0 .350 Greater than or equal to 2.5 to 1.0 but less than or equal to 3.0 to 1.0 2.3 % 3 > 1.50 and < 2.25 1.50 0 .300 4 > 1.00 and < 1.50 1.25 0 .250 5 < 1.00 1.00 0 .200 Less than 2.5 to 1.0 2.0 % The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statement, the Applicable Rate from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower’s obligations under this Section paragraph shall survive the termination of this Agreement and the repayment of all other obligations.