Common use of Applicable Rate Clause in Contracts

Applicable Rate. The Borrowers shall pay to the Lenders (on a joint and several basis) interest on the unpaid principal amount of the Loan for the period commencing on the Closing Date until but not including the stated maturity thereof (whether by acceleration or otherwise) or the date of prepayment thereof at the Applicable Rate, which shall be the rate per annum which is equal to the aggregate of (a) LIBOR for the relevant Interest Period (provided that, if LIBOR is below zero, LIBOR shall be deemed to be zero), plus (b) the Margin plus (c) Mandatory Costs, if any. The Margin for each interest payment shall be determined by reference to twelve (12) months trailing EBITDA at the time of determination; provided, however, that no change in the Margin shall be effective until three (3) Banking Days after the date on which the Facility Agent receives or was entitled to receive the financial statements and the corresponding Compliance Certificate required to be delivered pursuant to Section 9.1(d). The Facility Agent shall promptly notify the Borrowers and the Lenders in writing of the Applicable Rate as and when determined. Each such determination, absent manifest error, shall be conclusive and binding upon the Borrowers. The Borrowers covenant and agree to pay interest on the Advances on the last day of each Interest Period and, if any Interest Period exceeds three months, on each three month anniversary of the date of the commencement of such Interest Period. It is hereby agreed that (x) prior to the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than six (6) Interest Periods in the aggregate in effect at any time applicable to the Loan and (y) after the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than two (2) Interest Periods in the aggregate in effect at any time applicable to the Loan.

Applicable Rate. The Borrowers shall pay to the Lenders (on a joint and several basis) interest on the unpaid principal amount of the Loan for the period commencing on the Closing Date until but not including the stated maturity thereof (whether by acceleration or otherwise) or the date of prepayment thereof at the Applicable Rate, which Rate shall be the rate following amounts per annum annum, based upon 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 section; provided, however, from the date hereof until the date on which is Bank has received the first compliance certificate or financial statement from the Borrower, the Applicable Rate shall be equal to the aggregate of LIBOR Daily Floating Rate plus two percent (a) LIBOR for the relevant Interest Period (provided that, if LIBOR is below zero, LIBOR 2.0%). 1 Greater than 3.0 to 1.0 2.6 % 2 Greater than or equal to 2.5 to 1.0 but less than or equal to 3.0 to 1.0 2.3 % 3 Less than 2.5 to 1.0 2.0 % The Applicable Rate shall be deemed to be zero), plus (b) in effect from the Margin plus (c) Mandatory Costs, if any. The Margin for each interest payment shall be determined date the most recent compliance certificate or financial statement is received by reference to twelve (12) months trailing EBITDA at the time of determinationBank until the date the next compliance certificate or financial statement is received; provided, however, that no change in if the Margin 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 effective until three (3) Banking Days after the date on which the Facility Agent receives highest pricing level set forth above. If, as a result of any restatement of or was entitled other adjustment to receive 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 paragraph shall survive the termination of this Agreement and the corresponding Compliance Certificate required to be delivered pursuant to Section 9.1(d). The Facility Agent shall promptly notify the Borrowers and the Lenders in writing repayment of the Applicable Rate as and when determined. Each such determination, absent manifest error, shall be conclusive and binding upon the Borrowers. The Borrowers covenant and agree to pay interest on the Advances on the last day of each Interest Period and, if any Interest Period exceeds three months, on each three month anniversary of the date of the commencement of such Interest Period. It is hereby agreed that (x) prior to the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than six (6) Interest Periods in the aggregate in effect at any time applicable to the Loan and (y) after the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than two (2) Interest Periods in the aggregate in effect at any time applicable to the Loanall other obligations.

Applicable Rate. The Borrowers shall pay to the Lenders (on a joint and several basis) interest on the unpaid principal amount of the Loan for the period commencing on the Closing Date until but not including the stated maturity thereof (whether by acceleration or otherwise) or the date of prepayment thereof at the Applicable Rate, which Rate shall be the rate following amounts per annum which is equal annum, based upon the Funded Debt to EBITDA Ratio (as defined in the aggregate “Covenants” section of (a) LIBOR for this Agreement, the relevant Interest Period (provided that"Financial Test"), if LIBOR is below zeroas set forth in the most recent compliance certificate received by the Bank as required in the Covenants section. Until the Bank receives the first compliance certificate, LIBOR the Applicable Rate shall be deemed the amounts indicated for pricing level 1 set forth below: 1 < 2.0 to be zero), plus (b) the Margin plus (c) Mandatory Costs, if any. 1.0 1.25% 0.15% The Margin for each interest payment Applicable Rate shall be determined in effect from the date the most recent compliance certificate is received by reference to twelve (12) months trailing EBITDA at the time of determinationBank until the date the next compliance certificate is received; provided, however, that no change if the Borrower fails to timely deliver the next compliance certificate, the Applicable Rate from the date such compliance certificate was due until the date such compliance certificate is received by the Bank shall be the highest pricing level set forth above. Notwithstanding anything to the contrary contained herein, (i) in the Margin 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 effective until three increased to (3i) Banking Days after the date on which the Facility Agent receives 0.25% for Pricing ▇▇▇▇▇ ▇ and (ii) 0.35% for Pricing Level 2. If, as a result of any restatement of or was entitled other adjustment to receive 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 paragraph shall survive the termination of this Agreement and the corresponding Compliance Certificate required to be delivered pursuant to Section 9.1(d). The Facility Agent shall promptly notify the Borrowers and the Lenders in writing repayment of the Applicable Rate as and when determined. Each such determination, absent manifest error, shall be conclusive and binding upon the Borrowers. The Borrowers covenant and agree to pay interest on the Advances on the last day of each Interest Period and, if any Interest Period exceeds three months, on each three month anniversary of the date of the commencement of such Interest Period. It is hereby agreed that (x) prior to the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than six (6) Interest Periods in the aggregate in effect at any time applicable to the Loan and (y) after the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than two (2) Interest Periods in the aggregate in effect at any time applicable to the Loanall other obligations.

Applicable Rate. The Borrowers shall pay to the Lenders (on a joint and several basis) interest on the unpaid principal amount of the Loan for the period commencing on the Closing Date until but not including the stated maturity thereof (whether by acceleration or otherwise) or the date of prepayment thereof at the Applicable Rate, which Rate shall be the rate following amounts per annum which is equal annum, based upon the ratio of Funded Debt to EBITDA (as defined in Section 8.3 this Agreement, the aggregate of “Financial Test”), as set forth in the most recent compliance certificate (a) LIBOR for the relevant Interest Period (provided thator, if LIBOR no compliance certificate is below zerorequired, LIBOR 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 deemed to be zero), plus (b) the Margin plus (c) Mandatory Costs, if any. amounts indicated for pricing level 5 set forth below: 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 Margin for each interest payment Applicable Rate shall be determined in effect from the date the most recent compliance certificate or financial statement is received by reference to twelve (12) months trailing EBITDA at the time of determinationBank until the date the next compliance certificate or financial statement is received; provided, however, that no change in if the Margin 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 effective until three (3) Banking Days after the date on which the Facility Agent receives highest pricing level set forth above. If, as a result of any restatement of or was entitled other adjustment to receive 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 corresponding Compliance Certificate required to be delivered pursuant to Section 9.1(d). The Facility Agent shall promptly notify the Borrowers and the Lenders in writing repayment of the Applicable Rate as and when determined. Each such determination, absent manifest error, shall be conclusive and binding upon the Borrowers. The Borrowers covenant and agree to pay interest on the Advances on the last day of each Interest Period and, if any Interest Period exceeds three months, on each three month anniversary of the date of the commencement of such Interest Period. It is hereby agreed that (x) prior to the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than six (6) Interest Periods in the aggregate in effect at any time applicable to the Loan and (y) after the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than two (2) Interest Periods in the aggregate in effect at any time applicable to the Loanall other obligations.

Applicable Rate. The Borrowers shall pay to the Lenders (on a joint Applicable LIBOR Rate Margin and several basis) interest on the unpaid principal amount of the Loan for the period commencing on the Closing Date until but not including the stated maturity thereof (whether by acceleration or otherwise) or the date of prepayment thereof at the Applicable Base Rate Margin (each such margin, the "Applicable Rate, which ") shall be the rate following amounts per annum which annum, based upon the Funded Debt to EBITDA Ratio (as defined in Section 9.4 of this Agreement, the "Financial Test"), as set forth in the most recent compliance certificate (or, if no compliance certificate is equal to required, the aggregate of (aBorrower's most recent financial statements) LIBOR for received by the relevant Interest Period (provided Bank as required in Section 9.2; provided, however, that, if LIBOR is below zerountil the Bank receives the first compliance certificate or financial statement, LIBOR such amounts shall be deemed to be zero), plus (b) the Margin plus (c) Mandatory Costs, if any. those indicated for pricing level 4 set forth below: The Margin for each interest payment Applicable Rate shall be determined in effect from the date the most recent compliance certificate or financial statement is received by reference to twelve (12) months trailing EBITDA at the time of determinationBank until the date the next compliance certificate or financial statement is received; provided, however, that no change in if the Margin 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 effective until three (3) Banking Days after the date on which the Facility Agent receives highest pricing level set forth above. If, as a result of any restatement of or was entitled other adjustment to receive 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 paragraph shall survive the termination of this Agreement and the corresponding Compliance Certificate required to be delivered pursuant to Section 9.1(d). The Facility Agent shall promptly notify the Borrowers and the Lenders in writing repayment of the Applicable Rate as and when determined. Each such determination, absent manifest error, shall be conclusive and binding upon the Borrowers. The Borrowers covenant and agree to pay interest on the Advances on the last day of each Interest Period and, if any Interest Period exceeds three months, on each three month anniversary of the date of the commencement of such Interest Period. It is hereby agreed that (x) prior to the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than six (6) Interest Periods in the aggregate in effect at any time applicable to the Loan and (y) after the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than two (2) Interest Periods in the aggregate in effect at any time applicable to the Loanall other obligations.

Applicable Rate. The Borrowers shall pay to the Lenders (on a joint and several basis) interest on the unpaid principal amount of the Loan for the period commencing on the Closing Date until but not including the stated maturity thereof (whether by acceleration or otherwise) or the date of prepayment thereof at the Applicable Rate, which Rate shall be the rate following amounts per annum which is equal annum, based upon the ratio of Funded Debt to EBITDA (as defined in Section 8.4 of this Agreement, the aggregate of "Financial Test"), as set forth in the most recent compliance certificate (a) LIBOR for the relevant Interest Period (provided thator, if LIBOR no compliance certificate is below zerorequired, LIBOR the Borrower’s most recent financial statements) received by the Bank as required in the Covenants section. Until the Bank receives the first compliance certificate or financial statement, the Applicable Rate shall be deemed to be zero), plus (b) the Margin plus (c) Mandatory Costs, if any. amounts indicated for pricing level indicated below with an asterisk: The Margin for each interest payment Applicable Rate shall be determined in effect from the date the most recent compliance certificate or financial statement is received by reference to twelve (12) months trailing EBITDA at the time of determinationBank until the date the next compliance certificate or financial statement is received; provided, however, that no change in if the Margin 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 effective until three (3) Banking Days after the date on which the Facility Agent receives highest pricing level set forth above. If, as a result of any restatement of or was entitled other adjustment to receive 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 paragraph shall survive the termination of this Agreement and the corresponding Compliance Certificate required to be delivered pursuant to Section 9.1(d). The Facility Agent shall promptly notify the Borrowers and the Lenders in writing repayment of the Applicable Rate as and when determined. Each such determination, absent manifest error, shall be conclusive and binding upon the Borrowers. The Borrowers covenant and agree to pay interest on the Advances on the last day of each Interest Period and, if any Interest Period exceeds three months, on each three month anniversary of the date of the commencement of such Interest Period. It is hereby agreed that (x) prior to the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than six (6) Interest Periods in the aggregate in effect at any time applicable to the Loan and (y) after the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than two (2) Interest Periods in the aggregate in effect at any time applicable to the Loanall other obligations.

Applicable Rate. The Borrowers shall pay to the Lenders (on a joint and several basis) interest on the unpaid principal amount of the Loan for the period commencing on the Closing Date until but not including the stated maturity thereof (whether by acceleration or otherwise) or the date of prepayment thereof at the Applicable Rate, which Rate shall be the rate following amounts per annum annum, based upon the ratio of Funded Debt to EBITDA (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 section; provided, however, from the date hereof until the date on which is Bank has received the first compliance certificate or financial statement from the Borrower, the Applicable Rate shall be equal to the aggregate of Daily Simple SOFR plus two percent (a) LIBOR for the relevant Interest Period (provided that, if LIBOR is below zero, LIBOR 2.00%). 1 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 % The Applicable Rate shall be deemed to be zero), plus (b) in effect from the Margin plus (c) Mandatory Costs, if any. The Margin for each interest payment shall be determined date the most recent compliance certificate or financial statement is received by reference to twelve (12) months trailing EBITDA at the time of determinationBank until the date the next compliance certificate or financial statement is received; provided, however, that no change in if the Margin 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 effective until three (3) Banking Days after the date on which the Facility Agent receives highest pricing level set forth above. If, as a result of any restatement of or was entitled other adjustment to receive 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 paragraph shall survive the termination of this Agreement and the corresponding Compliance Certificate required to be delivered pursuant to Section 9.1(d). The Facility Agent shall promptly notify the Borrowers and the Lenders in writing repayment of the Applicable Rate as and when determined. Each such determination, absent manifest error, shall be conclusive and binding upon the Borrowers. The Borrowers covenant and agree to pay interest on the Advances on the last day of each Interest Period and, if any Interest Period exceeds three months, on each three month anniversary of the date of the commencement of such Interest Period. It is hereby agreed that (x) prior to the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than six (6) Interest Periods in the aggregate in effect at any time applicable to the Loan and (y) after the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than two (2) Interest Periods in the aggregate in effect at any time applicable to the Loanall other obligations.

Applicable Rate. The Borrowers Applicable Rate shall pay to be (a) 3.50% for LIBOR/IBOR and 0.50% for the Lenders (on a joint and several basis) interest on Fee Margin until receipt by the unpaid principal amount Bank of the Loan Borrower’s financial statements for the period commencing on the Closing Date until but not including the stated maturity thereof (whether by acceleration or otherwise) or the date of prepayment thereof at the Applicable Rateending September 30, which shall be the rate per annum which is equal to the aggregate of (a) LIBOR for the relevant Interest Period (provided that2009, if LIBOR is below zero, LIBOR shall be deemed to be zero), plus and (b) thereafter, the Margin plus following amounts per annum, based upon the ratio of Funded Debt to EBITDA (c) Mandatory Costsas defined in Section 9.3, the “Financial Test”), as set forth in the most recent compliance certificate (or, if any. no compliance certificate is required, the Borrower’s most recent financial statements) received by the Bank as required in Section 9.2: Pricing Level Funded Debt to EBITDA LIBOR/IBOR + Fee Margin: 4 < 2.0 to 1 1.75 0.300 The Margin for each interest payment Applicable Rate shall be determined in effect from the date the most recent compliance certificate or financial statement is received by reference to twelve (12) months trailing EBITDA at the time of determinationBank until the date the next compliance certificate or financial statement is received; provided, however, that no change in if the Margin Borrower fails to timely deliver the next compliance certificate or financial statement 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 effective until three (3) Banking Days after the date on which the Facility Agent receives highest pricing level set forth above. If, as a result of any restatement of or was entitled other adjustment to receive 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 paragraph shall survive the termination of this Agreement and the corresponding Compliance Certificate required to be delivered pursuant to Section 9.1(d). The Facility Agent shall promptly notify the Borrowers and the Lenders in writing repayment of the Applicable Rate as and when determined. Each such determination, absent manifest error, shall be conclusive and binding upon the Borrowers. The Borrowers covenant and agree to pay interest on the Advances on the last day of each Interest Period and, if any Interest Period exceeds three months, on each three month anniversary of the date of the commencement of such Interest Period. It is hereby agreed that (x) prior to the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than six (6) Interest Periods in the aggregate in effect at any time applicable to the Loan and (y) after the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than two (2) Interest Periods in the aggregate in effect at any time applicable to the Loanall other obligations.

Applicable Rate. The Borrowers shall pay to the Lenders (on a joint and several basis) interest on the unpaid principal amount of the Loan for the period commencing on the Closing Date until but not including the stated maturity thereof (whether by acceleration or otherwise) or the date of prepayment thereof at the Applicable Rate, which Rate shall be the rate following amounts per annum which is equal annum, based upon the ratio of Total Funded Debt to Adjusted EBITDA (as defined in the aggregate “Covenants” section of this Agreement, the "Financial Test"), as set forth in the most recent compliance certificate (a) LIBOR for the relevant Interest Period (provided thator, if LIBOR no compliance certificate is below zerorequired, LIBOR the Borrower’s most recent financial statements) received by the Bank as required in the Covenants section. Until the Bank receives the first compliance certificate or financial statement, the Applicable Rate shall be deemed to be zero), plus (b) the Margin plus (c) Mandatory Costs, if any. amounts indicated for pricing level 2 set forth below: The Margin for each interest payment Applicable Rate shall be determined in effect from the date the most recent compliance certificate or financial statement is received by reference to twelve (12) months trailing EBITDA at the time of determinationBank until the banking day following the date the next compliance certificate or financial statement is received; provided, however, that no change in if the Margin 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 effective until three (3) Banking Days after the date on which the Facility Agent receives highest pricing level set forth above. If, as a result of any restatement of or was entitled other adjustment to receive 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 paragraph shall survive the termination of this Agreement and the corresponding Compliance Certificate required to be delivered pursuant to Section 9.1(d). The Facility Agent shall promptly notify the Borrowers and the Lenders in writing repayment of the Applicable Rate as and when determined. Each such determination, absent manifest error, shall be conclusive and binding upon the Borrowers. The Borrowers covenant and agree to pay interest on the Advances on the last day of each Interest Period and, if any Interest Period exceeds three months, on each three month anniversary of the date of the commencement of such Interest Period. It is hereby agreed that (x) prior to the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than six (6) Interest Periods in the aggregate in effect at any time applicable to the Loan and (y) after the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than two (2) Interest Periods in the aggregate in effect at any time applicable to the Loanall other obligations.