Common use of Margin Adjustment Clause in Contracts

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11), shall be implemented on a quarterly basis as follows: (1) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Days, then (but without affecting any Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1(11). (2) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of the Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, the Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the Borrower.

Margin Adjustment. Adjustments to the Applicable Margins Margin, the Applicable Facility Fee Percentage and the Applicable Fee PercentagesLetter of Credit Percentage, based on Schedule 1.1(11)10.7, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Facility Fee Percentage and the Applicable Letter of Credit FeePercentage, upon the date of delivery of the financial statements under Sections 7.1(a6.1(a) and 7.1(b6.1(b) hereunder and the Covenant Certificate of Compliance Report under Section 7.2(a6.1(e) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the If Borrower shall fail timely to deliver such financial statements or the Covenant Certificate of Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins Margin, the Applicable Facility Fee Percentage and Applicable Fee Percentages Letter of Credit Percentage shall be at the highest level on the Pricing Matrix pricing grid attached to this Agreement as Schedule 1.1(11)10.7. (2b) Notwithstanding From the foregoingdate hereof until the required date of delivery (or, howeverif earlier, if, prior to the payment and discharge in full (in cashdelivery) of the Indebtedness (other than indemnification obligations for which no claim has been assertedfinancial statements under Section 6.1(a) or 6.1(b) hereof, as applicable, and the termination Certificate of any and all commitments hereunderCompliance under Section 6.1(e) hereof, as a result of any restatement of or adjustment to for the financial statements of the Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reasonquarter ending November 2, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby2020, the Applicable Margin and/or Margin, the Applicable Facility Fee Percentages for the current period Percentage and Applicable Fee Percentage shall be adjusted based on such recalculation; and (y) if those set forth under the proper calculation thereof would have resulted in lower Level I column of the pricing for such periodmatrix attached to this Agreement as Schedule 10.7. Thereafter, the Agent Applicable Margin, the Applicable Facility Fee Percentage and Lenders Applicable Fee Percentage shall have no obligation be based upon the quarterly financial statements and Certificate of Compliance, subject to recalculate such interest or fees or to repay any interest or fees to the Borrowerrecalculation as provided in Section 10.7(a) above.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11)1.1, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1(11)1.1. (2b) Notwithstanding From the foregoingEffective Date until the required date of delivery (or, howeverif earlier, if, prior to the payment and discharge in full (in cashdelivery) of the Indebtedness (other than indemnification obligations for which no claim has been assertedfinancial statements under Section 7.1(b) hereof, and the termination of any and all commitments hereunderCovenant Compliance Report under Section 7.2(a) hereof, as a result of any restatement of or adjustment to for the financial statements of the Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reasonquarter ending September 30, 2007, the Agent determines that the Applicable Margin and/or the Margins and Applicable Fee Percentages as calculated by the Borrower shall be determined based upon Borrower’s Funded Debt to EBITDA as of any applicable date the Effective Date as reported to Agent in substantially the form of determination were inaccurate in any respect a Compliance Certificate certified by a Responsible Officer of Borrower. Thereafter, Applicable Margins and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; upon the quarterly financial statements and (yCovenant Compliance Reports, subject to recalculation as provided in Section 11.8(a) if the proper calculation thereof would have resulted in lower pricing for such period, the Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the Borrowerabove.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11), shall be implemented on a quarterly basis as follows: (1) Such adjustments shall be given prospective effect only, effective as The Applicable Margin is subject to all Advances outstanding hereunder, the Applicable Fee Percentage adjustment for each Loan Participant to preserve such Loan Participant’s net return on capital based on its internal risk models if and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Days, then (but without affecting any Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1(11). (2) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full extent the Aircraft is reregistered outside of an Approved Country (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been assertedas defined below) and the termination resulting security package fails to provide (i) to the Security Trustee the same degree and quality of security as available under the law of an Approved Country and (ii) to such Loan Participant the Basel II treatment and the Basel III treatment (each as internally determined in good faith by such Loan Participant) required to support the internal risk “score” afforded by such resulting security package. Any determination of a need for such an adjustment shall be communicated to the Security Trustee and the Borrower promptly following notice by the Borrower of any such reregistration (either proposed or actual) and all commitments hereunder, as a result shall be effective immediately upon such reregistration. The determination of any restatement such adjustment by a Loan Participant (including as to its internal modeling and Basel II and/or Basel III application) shall be conclusive absent fraud or manifest error. Any such adjustment may be to increase or to decrease the Applicable Margin, and the Loan Participants agree to recalculate any applicable adjustment at the time of or adjustment to the financial statements of the Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines reregistration; provided that the Applicable Margin and/or shall automatically revert to the original “Applicable Fee Percentages as calculated by Margin” hereunder in the event the Aircraft is reregistered in an Approved Country. “Approved Country” means any of the United Kingdom and the United States; provided that any such country shall upon 90 days written notice from the Agent to the Borrower as cease to be an Approved Country if there shall have occurred therein a change in law or interpretation that has a material adverse effect on the grant, perfection, priority or enforceability of any applicable date of determination were inaccurate liens on aircraft collateral registered in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower shall automatically and retroactively be obligated to pay country. Notwithstanding anything to the Agentcontrary contained herein, promptly upon demand by the Agent or the Majority Lenders, an amount equal to the excess no upward adjustment 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or by any Loan Participant pursuant to this Section 3(b)(iv)(l) shall exceed the Applicable Fee Percentages for the current period shall highest adjustment as would be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted applicable to a Loan Participant domiciled in lower pricing for such periodany of France, Germany, the Agent and Lenders shall have no obligation to recalculate such interest Netherlands, the United Kingdom or fees or to repay any interest or fees to the BorrowerUnited States.

Margin Adjustment. Adjustments (a) Subject to the Applicable Margins following provision of this Clause 10.3, on and from the Applicable Fee PercentagesEffective Date, based on Schedule 1.1(11the Margin in respect of each Facility B Loan and each Facility C Loan shall be the percentage rate per annum calculated in accordance with the table in paragraph (b) below by reference to the pro forma calculation of the ratio of Consolidated Total Net Debt to Consolidated EBITDA delivered to the Facility Agent before the Effective Date pursuant to the Amendment and Restatement Agreement. (b) Subject to paragraph (c) below, the Margin in respect of Facility B and Facility C will be adjusted (upwards or downwards) to the percentage rate per annum specified below opposite the range into which the ratio of Consolidated Total Net Debt to Consolidated EBITDA (as calculated under Clause 20.3 (Consolidated Total Net Debt to Consolidated EBITDA)), shall be implemented on a quarterly basis as followsshown in the most recent Compliance Certificate, falls: (1c) Such adjustments shall be given prospective effect onlyAny change in the Margin will in respect of Facility B and Facility C, effective as subject to all Advances outstanding hereunderparagraph (d) below, apply: (i) to each Facility B Loan and Facility C Loan made, or (if it is outstanding) from the Applicable Fee Percentage and the Letter start of Credit Feeits next Term, upon after the date of delivery receipt by the Facility Agent of the financial statements relevant Compliance Certificate; and (ii) to the commitment fee payable under Sections 7.1(aClause 25.2 (Commitment Fee), with effect from the date the relevant Compliance Certificate is delivered. (d) and 7.1(bFor so long as: (i) hereunder and the Covenant Company is in default of its obligation under this Agreement to provide a Compliance Report under Section 7.2(aCertificate; or (ii) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Days, then (but without affecting any an Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are deliveredis outstanding, the Applicable Margins Margin in respect of Facility B Loans and Applicable Fee Percentages shall Facility C Loans will be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1(11)applicable rate, being 0.50 per cent. per annum. (2e) Notwithstanding If the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim Margin has been asserted) and calculated on the termination basis of any and all commitments hereunder, as a result of any restatement of or adjustment to Compliance Certificate but would have been higher if it had been based on the subsequent financial statements of the Borrower and any of its Subsidiaries (relating Company the Margin will instead be calculated by reference to the current or relevant financial statements of the Company. Any change will have a retrospective effect. If, in this event, any prior fiscal period) or for any other reasonamount of interest has been paid by the Company on the basis of the Compliance Certificate, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower shall automatically and retroactively be obligated to Company must immediately pay to the Agent, promptly upon demand by the Facility Agent or the Majority Lenders, an amount equal to the excess of any shortfall in the amount of interest and fees that should which would have been paid for such period over to the amount of interest and fees actually paid for such period and, Lenders if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, the Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees had been calculated by reference to the Borrowerrelevant financial statements.

Margin Adjustment. Adjustments to the Applicable Margins Margin, the Applicable Facility Fee Percentage and the Applicable Fee PercentagesLetter of Credit Percentage, based on Schedule 1.1(11)10.7, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Facility Fee Percentage and the Applicable Letter of Credit FeePercentage, upon the date of delivery of the financial statements under Sections 7.1(a6.1(a) and 7.1(b6.1(b) hereunder and the Covenant Certificate of Compliance Report under Section 7.2(a6.1(c) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the If Borrower shall fail timely to deliver such financial statements or the Covenant Certificate of Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins Margin, the Applicable Facility Fee Percentage and Applicable Fee Percentages Letter of Credit Percentage shall be at the highest level on the Pricing Matrix pricing grid attached to this Agreement as Schedule 1.1(11)10.7. (2b) Notwithstanding From the foregoingdate hereof until the required date of delivery (or, howeverif earlier, if, prior to the payment and discharge in full (in cashdelivery) of the Indebtedness (other than indemnification obligations for which no claim has been assertedfinancial statements under Section 6.1(a) or 6.1(b) hereof, as applicable, and the termination Certificate of any and all commitments hereunderCompliance under Section 6.1(e) hereof, as a result of any restatement of or adjustment to for the financial statements of the Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reasonquarter ending October 31, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby2017, the Applicable Margin and/or Margin, the Applicable Facility Fee Percentages for the current period Percentage and Applicable Fee Percentage shall be adjusted based on such recalculation; and (y) if those set forth under the proper calculation thereof would have resulted in lower Level 1 column of the pricing for such periodmatrix attached to this Agreement as Schedule 10.7. Thereafter, the Agent Applicable Margin, the Applicable Facility Fee Percentage and Lenders Applicable Fee Percentage shall have no obligation be based upon the quarterly financial statements and Certificate of Compliance, subject to recalculate such interest or fees or to repay any interest or fees to the Borrowerrecalculation as provided in Section 10.7(a) above.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11)1.1, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1(11)1.1. (2b) From the Effective Date until the required date of delivery (or, if earlier, delivery) of the financial statements under Section 7.1(a) or 7.1(b) hereof, as applicable, and the Covenant Compliance Report under Section 7.2(a) hereof, for the fiscal quarter ending December 31, 2013, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level I column of the pricing matrix attached to this Agreement as Schedule 1.1. Thereafter, Applicable Margins and Applicable Fee Percentages shall be based upon the quarterly financial statements and Covenant Compliance Reports, subject to recalculation as provided in Section 11.8(a) above. (c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of the Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, the Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the Borrower.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11)1.1, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereofhereof reporting the Pricing Liquidity as of the applicable date of determination, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are is delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix pricing matrix attached to this Agreement as Schedule 1.1(11)1.1. (2b) From the Effective Date until the required date of delivery (or, if earlier, delivery) of the Covenant Compliance Report under Section 7.2(a) hereof, for the fiscal quarter ending December 31, 2014, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level I column of the pricing matrix attached to this Agreement as Schedule 1. 1. The Applicable Margins and Applicable Fee Percentages shall be based upon the quarterly Covenant Compliance Reports, subject to recalculation as provided in Section 11.8(a) above. (c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements Covenant Compliance Report of the Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, the Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the Borrower.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11)1.1, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof), in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower Borrowers shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1(11)1.1. (2b) From the Effective Date until the required date of delivery (or, if earlier, delivery) of the financial statements under Section 7.1(a) or 7.1(b), as applicable, and the Covenant Compliance Report under Section 7.2(a), for the fiscal quarter ending September 30, 2011, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level II column of the Pricing Matrix attached to this Agreement as Schedule 1.1. Thereafter, Applicable Margins and Applicable Fee Percentages shall be based upon the quarterly financial statements and Covenant Compliance Reports, subject to recalculation as provided in Section 11.8(a) above. (c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of the a Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower Borrowers as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then then: (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower Borrowers shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, the Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the BorrowerBorrowers.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11)Annex I, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In If the event the Borrower Borrowers shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1(11)Annex I. (b) From the Effective Date until the required date of delivery (or, if earlier, delivery) of the financial statements under Section 7.1(a) or 7.1(b) hereof, as applicable, and the Covenant Compliance Report under Section 7.2(a) hereof, for the fiscal quarter ending December 31, 2014, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level IV column of the pricing matrix attached to this Agreement as Annex I. Thereafter, Applicable Margins and Applicable Fee Percentages shall be based upon the quarterly financial statements and Covenant Compliance Reports, subject to recalculation as provided in Section 11.8(a) above. (2c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of the a Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower Borrowers as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower applicable Borrower(s) shall automatically and retroactively be obligated to pay to the applicable Agent, promptly upon demand by the such Agent or the Majority US Lenders or Majority Canadian Revolving Credit Lenders, as applicable, 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, the applicable Agent and applicable Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the Borrowerapplicable Borrowers.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11)1.1, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower Borrowers shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1(11)1.1. (2b) From the Effective Date until the required date of delivery (or, if earlier, delivery) of the financial statements under Section 7.1(a) or 7.1(b) hereof, as applicable, and the Covenant Compliance Report under Section 7.2(a) hereof, for the fiscal quarter ending December 31, 2007, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level II column of the pricing matrix attached to this Agreement as Schedule 1.1. Thereafter, Applicable Margins and Applicable Fee Percentages shall be based upon the quarterly financial statements and Covenant Compliance Reports, subject to recalculation as provided in Section 11.8(a) above. (c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of the Borrower Sterling and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reasonmiscalculation or error, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower Borrowers as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower Borrowers shall automatically and retroactively be jointly and severally obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, the Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the BorrowerBorrowers.

Margin Adjustment. Adjustments to the Applicable Margins Margin, the Applicable Facility Fee Percentage and the Applicable Fee PercentagesLetter of Credit Percentage, based on Schedule 1.1(11)10.7, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Facility Fee Percentage and the Applicable Letter of Credit FeePercentage, upon the date of delivery of the financial statements under Sections 7.1(a6.1(a) and 7.1(b6.1(b) hereunder and the Covenant Certificate of Compliance Report under Section 7.2(a6.1(e) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the If Borrower shall fail timely to deliver such financial statements or the Covenant Certificate of Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins Margin, the Applicable Facility Fee Percentage and Applicable Fee Percentages Letter of Credit Percentage shall be at the highest level on the Pricing Matrix pricing grid attached to this Agreement as Schedule 1.1(11)10.7. (2b) Notwithstanding From the foregoingdate hereof until the required date of delivery (or, howeverif earlier, if, prior to the payment and discharge in full (in cashdelivery) of the Indebtedness (other than indemnification obligations for which no claim has been assertedfinancial statements under Section 6.1(a) or 6.1(b) hereof, as applicable, and the termination Certificate of any and all commitments hereunderCompliance under Section 6.1(e) hereof, as a result of any restatement of or adjustment to for the financial statements of the Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reasonquarter ending October 31, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby2024, the Applicable Margin and/or Margin, the Applicable Facility Fee Percentages for the current period Percentage and Applicable Fee Percentage shall be adjusted based on such recalculation; and (y) if those set forth under the proper calculation thereof would have resulted in lower Level I column of the pricing for such periodmatrix attached to this Agreement as Schedule 10.7. Thereafter, the Agent Applicable Margin, the Applicable Facility Fee Percentage and Lenders Applicable Fee Percentage shall have no obligation be based upon the quarterly financial statements and Certificate of Compliance, subject to recalculate such interest or fees or to repay any interest or fees to the Borrowerrecalculation as provided in Section 10.7(a) above.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11)1.1, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower Borrowers shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1(11)1.1. (2b) From the Effective Date until the required date of delivery (or, if earlier, delivery) of the financial statements under Section 7.1(a) or 7.1(b) hereof, as applicable, and the Covenant Compliance Report under Section 7.2(a) hereof, for the fiscal quarter ending September 30, 2008, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level II column of the pricing matrix attached to this Agreement as Schedule 1.1. Thereafter, Applicable Margins and Applicable Fee Percentages shall be based upon the quarterly financial statements and Covenant Compliance Reports, subject to recalculation as provided in Section 11.8(a) above. (c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of the a Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower Borrowers as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower Borrowers (d) shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, the Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the BorrowerBorrowers.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11)Annex I, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1(11)Annex I. (b) From the Effective Date until the required date of delivery (or, if earlier, delivery) of the financial statements under Section 7.1(a) or 7.1(b) hereof, as applicable, and the Covenant Compliance Report under Section 7.2(a) hereof, for the fiscal quarter ending March 31, 2019, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level II column of the pricing matrix attached to this Agreement as Annex I. Thereafter, Applicable Margins and Applicable Fee Percentages shall be based upon the quarterly financial statements and Covenant Compliance Reports, subject to recalculation as provided in Section 11.8(a) above. (2c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of the a Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, the Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the Borrower.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11)1.1, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower Borrowers shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Days, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1(11)1.1. (2b) From the Effective Date until the required date of delivery (or, if earlier, delivery) of the financial statements under Section 7.1(a) or 7.1(b) hereof, as applicable, and the Covenant Compliance Report under Section 7.2(a) hereof, for the fiscal quarter ending December 31, 2010, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level II column of the pricing matrix attached to this Agreement as Schedule 1.1. Thereafter, Applicable Margins and Applicable Fee Percentages shall be based upon the quarterly financial statements and Covenant Compliance Reports, subject to recalculation as provided in Section 11.8(a) above. (c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of the a Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower Borrowers as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower Borrowers shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, the Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the BorrowerBorrowers.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11)1.1, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a8.1(a) and 7.1(b8.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a8.2(a) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower Borrowers shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Agent may, and shall if directed to do so by the Majority Lenders set the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1(11)1.1. (2b) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of the Borrower Company and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower Borrowers as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower Borrowers shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, the Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the BorrowerBorrowers.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11)1.1, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1(11)1.1. (2b) From the Effective Date until the required date of delivery (or, if earlier, delivery) of the financial statements under Section 7.1(a) or 7.1(b) hereof, as applicable, and the Covenant Compliance Report under Section 7.2(a) hereof, for the fiscal quarter ending December 31, 2011, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level II column of the pricing matrix attached to this Agreement as Schedule 1.1. Thereafter, Applicable Margins and Applicable Fee Percentages shall be based upon the quarterly financial statements and Covenant Compliance Reports, subject to recalculation as provided in Section 11.8(a) above. (c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of the Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, the Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the Borrower.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11)Annex I, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof), in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower Borrowers shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix Applicable Margin Grid attached to this Agreement as Schedule 1.1(11Annex I. (b) From the Effective Date until the required date of delivery (or, if earlier, delivery) of the financial statements under Section 7.1(a) or 7.1(b), as applicable, and the Covenant Compliance Report under Section 7.2(a), for the fiscal quarter ending June 30, 2013, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level I column of the pricing matrix attached to this Agreement as Annex I. Thereafter, Applicable Margins and Applicable Fee Percentages shall be based upon the quarterly financial statements and Covenant Compliance Reports, subject to recalculation as provided in Section 11.8(a) above. (2c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of the a Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower Borrowers as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (xi) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower Borrowers shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (yii) if the proper calculation thereof would have resulted in lower pricing for such period, the Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the BorrowerBorrowers.

Margin Adjustment. Adjustments to the Applicable Margins Margin, the Applicable Facility Fee Percentage and the Applicable Fee PercentagesLetter of Credit Percentage, based on Schedule 1.1(11)10.7, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Facility Fee Percentage and the Applicable Letter of Credit FeePercentage, upon the date of delivery of the financial statements under Sections 7.1(a6.1(a) and 7.1(b6.1(b) hereunder and the Covenant Certificate of Compliance Report under Section 7.2(a6.1(e) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the If Borrower shall fail timely to deliver such financial statements or the Covenant Certificate of Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins Margin, the Applicable Facility Fee Percentage and Applicable Fee Percentages Letter of Credit Percentage shall be at the highest level on the Pricing Matrix pricing grid attached to this Agreement as Schedule 1.1(11)10.7. (2b) Notwithstanding From the foregoingdate hereof until the required date of delivery (or, howeverif earlier, if, prior to the payment and discharge in full (in cashdelivery) of the Indebtedness (other than indemnification obligations for which no claim has been assertedfinancial statements under Section 6.1(a) or 6.1(b) hereof, as applicable, and the termination Certificate of any and all commitments hereunderCompliance under Section 6.1(e) hereof, as a result of any restatement of or adjustment to for the financial statements of the Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reasonquarter ending May 2, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby2015, the Applicable Margin and/or Margin, the Applicable Facility Fee Percentages for the current period Percentage and Applicable Fee Percentage shall be adjusted based on such recalculation; and (y) if those set forth under the proper calculation thereof would have resulted in lower Level I column of the pricing for such periodmatrix attached to this Agreement as Schedule 10.7. Thereafter, the Agent Applicable Margin, the Applicable Facility Fee Percentage and Lenders Applicable Fee Percentage shall have no obligation be based upon the quarterly financial statements and Certificate of Compliance, subject to recalculate such interest or fees or to repay any interest or fees to the Borrowerrecalculation as provided in Section 10.7(a) above.

Margin Adjustment. Adjustments to the Applicable Margins Margin, the Applicable Facility Fee Percentage and the Applicable Fee PercentagesLetter of Credit Percentage, based on Schedule 1.1(11)10.7, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Facility Fee Percentage and the Applicable Letter of Credit FeePercentage, upon the date of delivery of the financial statements under Sections 7.1(a6.1(a) and 7.1(b6.1(b) hereunder and the Covenant Certificate of Compliance Report under Section 7.2(a6.1(e) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the If Borrower shall fail timely to deliver such financial statements or the Covenant Certificate of Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins Margin, the Applicable Facility Fee Percentage and Applicable Fee Percentages Letter of Credit Percentage shall be at the highest level on the Pricing Matrix pricing grid attached to this Agreement as Schedule 1.1(11)10.7. (2b) Notwithstanding From the foregoingdate hereof until the required date of delivery (or, howeverif earlier, if, prior to the payment and discharge in full (in cashdelivery) of the Indebtedness (other than indemnification obligations for which no claim has been assertedfinancial statements under Section 6.1(a) or 6.1(b) hereof, as applicable, and the termination Certificate of any and all commitments hereunderCompliance under Section 6.1(e) hereof, as a result of any restatement of or adjustment to for the financial statements of the Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reasonquarter ending May 1, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby2011, the Applicable Margin and/or Margin, the Applicable Facility Fee Percentages for the current period Percentage and Applicable Fee Percentage shall be adjusted based on such recalculation; and (y) if those set forth under the proper calculation thereof would have resulted in lower Level I column of the pricing for such periodmatrix attached to this Agreement as Schedule 10.7. Thereafter, the Agent Applicable Margin, the Applicable Facility Fee Percentage and Lenders Applicable Fee Percentage shall have no obligation be based upon the quarterly financial statements and Certificate of Compliance, subject to recalculate such interest or fees or to repay any interest or fees to the Borrowerrecalculation as provided in Section 10.7(a) above.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11)Annex I, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In If the event the Borrower Borrowers shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1(11)Annex I. (b) From the Effective Date until the required date of delivery (or, if earlier, delivery) of the financial statements under Section 7.1(a) or 7.1(b) hereof, as applicable, and the Covenant Compliance Report under Section 7.2(a) hereof, for the fiscal quarter ending December 31, 2013, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level III column of the pricing matrix attached to this Agreement as Annex I. Thereafter, Applicable Margins and Applicable Fee Percentages shall be based upon the quarterly financial statements and Covenant Compliance Reports, subject to recalculation as provided in Section 11.8(a) above. (2c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of the a Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower Borrowers as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower applicable Borrower(s) shall automatically and retroactively be obligated to pay to the applicable Agent, promptly upon demand by the such Agent or the Majority US Lenders or Majority Canadian Revolving Credit Lenders, as applicable, 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, the applicable Agent and applicable Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the Borrowerapplicable Borrowers.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11)Annex I, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(bthrough 7.1(c) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof), in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower Borrowers shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix Applicable Margin Grid attached to this Agreement as Schedule 1.1(11).Annex I. (2b) From the Effective Date until the required date of delivery (or, if earlier, the delivery) of the financial statements under Section 7.1(a) through 7.1(c), as applicable, and the Covenant Compliance Report under Section 7.2(a) for the fiscal quarter ending December 31, 2014, and subject to the last sentence of Section 11.8(a), the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level I column of the Applicable Margin Grid attached to this Agreement as Annex I. Thereafter, Applicable Margins and Applicable Fee Percentages shall be based upon the quarterly financial statements and Covenant Compliance Reports, subject to recalculation as provided in Section 11.8(a) above. Table of Contents (c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of the a Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower Borrowers as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (xi) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower Borrowers shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (yii) if the proper calculation thereof would have resulted in lower pricing for such period, the Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the BorrowerBorrowers.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11)Annex I, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1(11)Annex I. (b) From the Effective Date until the required date of delivery (or, if earlier, delivery) of the financial statements under Section 7.1(a) or 7.1(b) hereof, as applicable, and the Covenant Compliance Report under Section 7.2(a) hereof, for the fiscal quarter ending March 31, 2019, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level II column of the pricing matrix attached to this Agreement as Annex I. Thereafter, Applicable Margins and Applicable Fee Percentages shall be based upon the quarterly financial statements and Covenant Compliance Reports, subject to recalculation as provided in Section 11.8(a) above. (2c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of the of[ a] Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under any Debtor Relief Laws, automatically and without further action by the Agent, any Lender or the Issuing Lender) 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, the Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the Borrower.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11)Annex I, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower Borrowers shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix Applicable Margin and Applicable Fee Percentages Grid attached to this Agreement as Schedule 1.1(11)Annex I. (b) From the Effective Date until the required date of delivery (or, if earlier, delivery) of the financial statements under Section 7.1(a) or 7.1(b) hereof, as applicable, and the Covenant Compliance Report under Section 7.2(a) hereof, for the fiscal quarter ending September 30, 2022, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level I column of the pricing matrix attached to this Agreement as Annex I. Thereafter, Applicable Margins and Applicable Fee Percentages shall be based upon the quarterly financial statements and Covenant Compliance Reports, subject to recalculation as provided in Section 11.8(a) above. (2c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, if as a result of any restatement of or adjustment to the financial statements of the a Borrower and or any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines (which may be at the direction of the Majority Lenders) that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower Borrowers as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower Borrowers shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority LendersLenders (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under any Debtor Relief Laws, automatically and without further action by the Agent, any Lender or the Issuing Lender), 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, the Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the BorrowerBorrowers.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11)1.1, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three five (35) Business Days, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1(11)1.1. (2b) From the Effective Date until the required date of delivery (or, if earlier, delivery) of the financial statements under Section 7.1(a) or 7.1(b) hereof, as applicable, and the Covenant Compliance Report under Section 7.2(a) hereof, for the fiscal quarter ending March 31, 2011, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level II column of the pricing matrix attached to this Agreement as Schedule 1.1. Thereafter, Applicable Margins and Applicable Fee Percentages shall be based upon the quarterly financial statements and Covenant Compliance Reports, subject to recalculation as provided in Section 11.8(a) above. (c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of the Borrower and any of its Subsidiaries Restricted (relating to the current or any prior fiscal period) or for any other reason, the Agent reasonably determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand (but in no event later than 15 days after demand) by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, the Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to the Borrower.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11)1.1, shall be implemented on a quarterly basis as follows: (1a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower Borrowers shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Daysdays, then (but without affecting any the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1(11)1.1. (2b) From the Effective Date until Agent’s satisfactory receipt and review of Borrowers’ audited financial statements for Fiscal Year 2010, the Applicable Margins shall be those set forth under the Level III column of the pricing matrix attached to this Agreement as Schedule 1.1. Thereafter, the Applicable Margins shall be based upon the quarterly financial statements and Covenant Compliance Reports, subject to recalculation as provided in Section 11.8(a) above. (c) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of the a Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower Borrowers as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower Borrowers shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing for such period, the Agent and Lenders shall have no obligation pay or credit to recalculate such interest or fees or to repay any interest or fees Borrowers an amount equal to the Borrowerto the excess of the amount of interest and fees actually paid for such period over the amount of interest and fees that should have been paid for such period and, if the current fiscal period is affected thereby, the Applicable Margin for the current period shall be adjusted based on such recalculation.