Common use of Applicable Rate Clause in Contracts

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

Applicable Rate. The Applicable LIBOR Rate Margin and the Applicable Base Rate Margin (each such margin, the "Applicable Rate") shall be the following amounts per annum, based upon the Funded Debt to EBITDA Ratio (as defined in Section 9.4 of this Agreement, the "Financial Test"), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower's most recent financial statements) received by the Bank as required in Section 9.2; provided, however, that, until the Bank receives the first compliance certificate or financial statement, such amounts shall be those indicated for pricing level 4 set forth below: Applicable Rate (in percentage points per annum) Pricing Level Funded Debt to EBITDA Ratio Applicable LIBOR Rate Margin Applicable Base Rate Margin Unused Commitment Fee 1 ˂ 1.75:1 plus 1.75 minus 0.75 0.20 3 ≤ 2.50:1 but ˂ 3.25:1 plus 2.50 even 0.25 4 ≤ 3.25:1 but ≥ 4.0:1 plus 3.00 plus 0.50 0.30 The Applicable Rate with respect to the Refinancing Term B Loans shall be a rate per annum equal to (i) if the Secured Leveraged Ratio is less than 2.50:1.00, (x) 2.25%, in effect the case of Eurodollar Rate Loans and LIBOR Daily Floating Rate Loans, and (y) 1.25%, in the case of Base Rate Loans, and (ii) if the Secured Leverage Ratio is greater than or equal to 2.50:1.00, (x) 2.50%, in the case of Eurodollar Rate Loans and LIBOR Daily Floating Rate Loans, and (y) 1.50%, in the case of Base Rate Loans. Any increase or decrease in the Applicable Rate with respect to the Refinancing Term B Loans resulting from a change in the Secured Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b) of the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is receivedCredit Agreement; provided, however, that (i) if a Compliance Certificate is not delivered when due in accordance with Section 6.02(b), then the Borrower fails rates described in clause (ii) of the foregoing sentence shall apply as of the first Business Day after the date on which such Compliance Certificate was required to timely deliver have been delivered and shall continue to apply until the next compliance certificate or financial statement, the Applicable Rate from first Business Day after the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate delivered and (ii) for the period beginning on the Refinancing Effective Date and ending on the first date thereafter on which a proper calculation Compliance Certificate is delivered pursuant to Section 6.02(b) of the Financial Test would have resulted in higher pricing for such periodCredit Agreement, the Borrower rates described in clause (ii) of the foregoing sentence shall immediately and retroactively be obligated to pay apply. Subject to the Bank an provisions of Section 2.08(b) of the Credit Agreement, (i) each Refinancing Term B Loan that is a Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the excess of the amount of interest and fees that should have been paid Eurodollar Rate for such period over Interest Period plus the Applicable Rate; (ii) each Refinancing Term B Loan that is a Base Rate Committed Loan shall bear interest on the outstanding principal amount of thereof from the applicable borrowing or conversion date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Refinancing Term B Loan that is a LIBOR Daily Floating Rate Loan shall bear interest and fees actually paid on the outstanding principal amount thereof from the applicable borrowing or conversion date at a rate per annum equal to the Eurodollar Rate for such period. The Bank's acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower's obligations under this paragraph shall survive LIBOR Daily Floating Rate Loans plus the termination of this Agreement and the repayment of all other obligationsApplicable Rate.

Applicable Rate. The Applicable LIBOR Rate Margin and the Applicable Base Rate Margin (each such margin, the "Applicable Rate") shall be the following amounts per annum, based upon the ratio of Funded Debt to EBITDA Ratio (as defined in Section 9.4 8.4 of this Agreement, the "Financial Test"), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower's ’s most recent financial statements) received by the Bank as required in Section 9.2; provided, however, that, until the Covenants section. Until the Bank receives the first compliance certificate or financial statement, such amounts the Applicable Rate shall be those the amounts indicated for pricing level 4 set forth belowindicated below with an asterisk: Applicable Rate (in percentage points per annum) Pricing Level Funded Debt to EBITDA Ratio Applicable APPLICABLE RATE For LIBOR Rate Margin Applicable Base Rate Margin Portions: For Prime-Based Loans Unused Commitment Fee 1 ˂ 1.75:1 plus 1.75 minus 0.75 0.20 3 ≤ 2.50:1 but ˂ 3.25:1 plus 2.50 even 0.25 4 ≤ 3.25:1 but ≥ 4.0:1 plus 3.00 plus 0.50 0.30 < 1.0x 2.25% 0.75% 0.25% *>/= 1.00x and < 2.00x 2.50% 1.00% 0.30% >/= 2.00x 2.75% 1.25% 0.35% The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statement, the Applicable Rate from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank's ’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower's ’s obligations under this paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable LIBOR Rate Margin and the Applicable Base Rate Margin (each such margin, the "Applicable Rate") shall be the following amounts per annum, based upon the Funded Debt ratio of Total Liabilities to EBITDA Ratio Tangible Net Worth (as defined in Section 9.4 the “Covenants” section of this Agreement, the "“Financial Test"”), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower's ’s most recent financial statements) received by the Bank as required in Section 9.2; provided, however, that, until the Covenants section. Until the Bank receives the first compliance certificate or financial statement, such amounts the Applicable Rate shall be those the amounts indicated for pricing level 4 set forth below: Applicable Rate (in percentage points per annum) Total Liabilities/ Unused Tangible Net Commitment Pricing Level Funded Debt to EBITDA Ratio Applicable Worth LIBOR Rate Margin Applicable Base Rate Margin Unused Commitment + PRIME + Fee 1 ˂ 1.75:1 plus 1.75 minus 0.75 0.20 > 1.25 1.250 % -0.50% 0.2500 % 2 £ 1.25 and >1.0 1.000 % -0.75% 0.2500 % 3 ≤ 2.50:1 but ˂ 3.25:1 plus 2.50 even 0.25 £ 1.00 and >.75 0.875 % -1.00% 0.1875 % 4 ≤ 3.25:1 but ≥ 4.0:1 plus 3.00 plus 0.50 0.30 £ .75 and >.50 0.625 % -1.25% 0.1875 % 5 £ .50 0.500 % -1.25% 0.1250 % The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statement, the Applicable Rate from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank's ’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower's ’s obligations under this paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable LIBOR Rate Margin and the Applicable Base Rate Margin (each such margin, the "Applicable Rate") shall be the following amounts per annum, based upon the Funded Debt to EBITDA Ratio (as defined in Section 9.4 the “Covenants” section of this Agreement, the "Financial Test"), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower's most recent financial statements) received by the Bank as required in Section 9.2; provided, however, that, until the Covenants section. Until the Bank receives the first compliance certificate or financial statementcertificate, such amounts the Applicable Rate shall be those the amounts indicated for pricing level 4 1 set forth below: Applicable Rate (in percentage points per annum) Pricing Level Funded Debt to EBITDA Ratio Applicable LIBOR Daily Floating Rate Margin Applicable Base Rate Margin Loans and Letter of Credit Fee Unused Commitment Fee 1 ˂ 1.75:1 plus 1.75 minus 0.75 0.20 3 ≤ 2.50:1 but ˂ 3.25:1 plus 2.50 even 0.25 4 ≤ 3.25:1 but ≥ 4.0:1 plus 3.00 plus 0.50 0.30 < 2.0 to 1.0 1.25% 0.15% 2 > 2.0 to 1.0 1.75% 0.25% The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statementcertificate, the Applicable Rate from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. Notwithstanding anything to the contrary contained herein, (i) in the event the Obligors have not begun transferring their domestic depository accounts, disbursement accounts, cash management services and p-card business to the Bank on or before February 28, 2018 (or such later date acceptable to the Bank in its sole discretion), and (ii) thereafter, if the Obligors fail to maintain their domestic depository accounts, disbursement accounts and p-card business with the Bank, then, in either case, the Unused Commitment Fee shall be increased to (i) 0.25% for Pricing Xxxxx 0 and (ii) 0.35% for Pricing Level 2. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank's ’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower's ’s obligations under this paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable LIBOR Rate Margin and the Applicable Base Rate Margin (each such margin, the "Applicable Rate") shall be (a) 3.50% for LIBOR/IBOR and 0.50% for the Fee Margin until receipt by the Bank of the Borrower’s financial statements for the period ending September 30, 2009, and (b) thereafter, the following amounts per annum, based upon the ratio of Funded Debt to EBITDA Ratio (as defined in Section 9.4 of this Agreement9.3, the "“Financial Test"”), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower's ’s most recent financial statements) received by the Bank as required in Section 9.2; provided, however, that, until the Bank receives the first compliance certificate or financial statement, such amounts shall be those indicated for pricing level 4 set forth below: Applicable Rate (in percentage points per annum) Pricing Level Funded Debt to EBITDA Ratio Applicable LIBOR Rate Margin Applicable Base Rate Margin Unused Commitment LIBOR/IBOR + Fee Margin: 1 ˂ 1.75:1 plus >4.0 to 1 3.50 0.500 2 <4.0 to 1 but > 3.0 to 1 3.00 0.500 3 <3.0 to 1 but > 2.0 to 1 2.00 0.375 4 < 2.0 to 1 1.75 minus 0.75 0.20 3 ≤ 2.50:1 but ˂ 3.25:1 plus 2.50 even 0.25 4 ≤ 3.25:1 but ≥ 4.0:1 plus 3.00 plus 0.50 0.30 0.300 The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statementstatement by more than 30 days, the Applicable Rate from the date 30 days after such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank's ’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower's ’s obligations under this paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable LIBOR Rate Margin and the Applicable Base Rate Margin (each such margin, the "Applicable Rate") shall be the following amounts per annum, based upon the ratio of Funded Debt to EBITDA Ratio (as defined in Section 9.4 of this Agreement, the "“Financial Test"”), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower's ’s most recent financial statements) received by the Bank as required in Section 9.2the Covenants section; provided, however, that, from the date hereof until the date on which Bank receives has received the first compliance certificate or financial statementstatement from the Borrower, such amounts the Applicable Rate shall be those indicated for pricing level 4 set forth below: equal to the Daily Simple SOFR plus two percent (2.00%). Applicable Rate (in percentage points per annum) Pricing Level Funded Debt to EBITDA Ratio Applicable LIBOR Rate Margin Applicable Base Rate Margin Unused Commitment Fee Daily Simple SOFR + 1 ˂ 1.75:1 plus 1.75 minus 0.75 0.20 Greater than or equal to 3.0 to 1.0 2.60 % 2 Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 2.30 % 3 ≤ 2.50:1 but ˂ 3.25:1 plus 2.50 even 0.25 4 ≤ 3.25:1 but ≥ 4.0:1 plus 3.00 plus 0.50 0.30 Less than 2.5 to 1.0 2.00 % The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statement, the Applicable Rate from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank's ’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower's ’s obligations under this paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable LIBOR Rate Margin and the Applicable Base Rate Margin (each such margin, the "Applicable Rate") shall be the following amounts per annum, based upon the ratio of Funded Debt to EBITDA Ratio (as defined in Section 9.4 8.4 of this Agreement, the "Financial Test"), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower's most recent financial statements) received by the Bank as required in Section 9.2; provided, however, that, until the Bank receives the first compliance certificate or financial statement, such amounts shall be those indicated for pricing level 4 set forth belowCovenants section: Applicable Rate (in percentage points per annum) Pricing APPLICABLE RATE Level Funded Debt to EBITDA Ratio Applicable For LIBOR Rate Margin Applicable Base Rate Margin Portions: For Prime-Based Loans Unused Commitment Fee 1 ˂ 1.75:1 plus 1.75 minus 0.75 0.20 3 ≤ 2.50:1 but ˂ 3.25:1 plus 2.50 even 0.25 4 ≤ 3.25:1 but ≥ 4.0:1 plus 3.00 plus 0.50 0.30 I < 1.0x 2.75% 1.25% 0.30% II >/= 1.00x and < 2.00x 3.00% 1.50% 0.35% III >/= 2.00x 3.25% 1.75% 0.40% The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statement, the Applicable Rate from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. The Applicable Rate will be set at Level III from March 19, 2015, until the Borrower delivers a compliance certificate pursuant to Section 8.2(b). If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank's acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower's obligations under this paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable LIBOR Rate Margin and the Applicable Base Rate Margin (each such margin, the "Applicable Rate") shall be the following amounts per annum, based upon the ratio of Funded Debt to EBITDA Ratio (as defined in Section 9.4 of this Agreement, the "“Financial Test"”), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower's ’s most recent financial statements) received by the Bank as required in Section 9.2; provided, however, that, until the Bank receives the first compliance certificate or financial statement, such amounts shall be those indicated for pricing level 4 set forth below: Covenants section. Applicable Rate (in percentage points per annum) Pricing Level Funded Debt to EBITDA Ratio Applicable LIBOR Daily Floating Rate Margin Applicable Base Rate Margin Unused Commitment Fee + 1 ˂ 1.75:1 plus 1.75 minus 0.75 0.20 Greater than 3.0 to 1.0 2.6 % 2 Greater than or equal to 2.5 to 1.0 but less than or equal to 3.0 to 1.0 2.3 % 3 ≤ 2.50:1 but ˂ 3.25:1 plus 2.50 even 0.25 4 ≤ 3.25:1 but ≥ 4.0:1 plus 3.00 plus 0.50 0.30 Less than 2.5 to 1.0 2.0 % The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statement, the Applicable Rate from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank's ’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower's ’s obligations under this paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

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

Applicable Rate. The Applicable LIBOR Rate Margin and the Applicable Base Rate Margin (each such margin, the "Applicable Rate") shall be the following amounts per annum, based upon the Funded Debt to EBITDA Ratio (as defined in Section 9.4 of this Agreement, the "Financial Test"), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower's ’s most recent financial statements) received by the Bank as required in Section 9.2the Covenants section; provided, however, that, from the date hereof until the date on which Bank receives has received the first compliance certificate or financial statementstatement from the Borrower, such amounts the Applicable Rate shall be those indicated for pricing level 4 set forth below: equal to the LIBOR Daily Floating Rate plus two percent (2.0%). Applicable Rate (in percentage points per annum) Pricing Level Funded Debt to EBITDA Ratio Applicable LIBOR Daily Floating Rate Margin Applicable Base Rate Margin Unused Commitment Fee + 1 ˂ 1.75:1 plus 1.75 minus 0.75 0.20 Greater than 3.0 to 1.0 2.6 % 2 Greater than or equal to 2.5 to 1.0 but less than or equal to 3.0 to 1.0 2.3 % 3 ≤ 2.50:1 but ˂ 3.25:1 plus 2.50 even 0.25 4 ≤ 3.25:1 but ≥ 4.0:1 plus 3.00 plus 0.50 0.30 Less than 2.5 to 1.0 2.0 % The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statement, the Applicable Rate from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank's ’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower's ’s obligations under this paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable LIBOR Rate Margin and the Applicable Base Rate Margin (each such margin, the "Applicable Rate") shall be the following amounts per annum, based upon the ratio of Funded Debt to EBITDA Ratio (as defined in Section 9.4 of this Agreement9.3, the "“Financial Test"”), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower's ’s most recent financial statements) received by the Bank as required in Section 9.2; provided, however, that, until . Until the Bank receives the first compliance certificate or financial statement, such amounts the Applicable Rate shall be those the amounts indicated for pricing level 4 2 set forth below: Applicable Rate (in percentage points per annum) Pricing Level Funded Debt to EBITDA Ratio Applicable LIBOR Rate Margin Applicable Base Rate Margin Unused Commitment LIBOR/IBOR + Prime +/- Fee Margin: 1 ˂ 1.75:1 plus 1.75 minus 0.75 0.20 >to 4.0 to 1 1.500 0.00 0.250 2 <4.0 to 1 but > 3.0 to 1 1.250 -0.25 0.225 3 ≤ 2.50:1 <3.0 to 1 but ˂ 3.25:1 plus 2.50 even 0.25 > 2.0 to 1 1.125 -0.50 0.200 4 ≤ 3.25:1 but ≥ 4.0:1 plus 3.00 plus 0.50 0.30 < 2.0 to 1 1.000 -0.75 0.175 The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statementstatement by more than 30 days, the Applicable Rate from the date 30 days after such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank's ’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower's ’s obligations under this paragraph shall survive the termination of this Agreement and the repayment of all other obligations.

Applicable Rate. The Applicable LIBOR Rate Margin and the Applicable Base Rate Margin (each such margin, the "Applicable Rate") shall be the following amounts per annum, based upon the ratio of Total Funded Debt to Adjusted EBITDA Ratio (as defined in Section 9.4 the “Covenants” section of this Agreement, the "Financial Test"), as set forth in the most recent compliance certificate (or, if no compliance certificate is required, the Borrower's ’s most recent financial statements) received by the Bank as required in Section 9.2; provided, however, that, until the Covenants section. Until the Bank receives the first compliance certificate or financial statement, such amounts the Applicable Rate shall be those the amounts indicated for pricing level 4 2 set forth below: Applicable Rate (in percentage points per annum) Pricing Level Total Funded Debt to Adjusted EBITDA Ratio Applicable LIBOR Rate Margin Applicable Base Rate Margin Daily Floating BSBY + Unused Commitment Fee 1 ˂ 1.75:1 plus 1.75 minus 0.75 0.20 ≤1.00x 1.00% 0.125% 2 >1.00x ≤1.75x 1.25% 0.15% 3 ≤ 2.50:1 but ˂ 3.25:1 plus 2.50 even 0.25 >1.75x ≤2.5x 1.50% 0.175% 4 ≤ 3.25:1 but ≥ 4.0:1 plus 3.00 plus 0.50 0.30 ˃2.5x 1.75% 0.20% The Applicable Rate shall be in effect from the date the most recent compliance certificate or financial statement is received by the Bank until the banking day following the date the next compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next compliance certificate or financial statement, the Applicable Rate from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Bank determines that (i) the Financial Test as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Financial Test would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Bank an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Bank's ’s acceptance of payment of such amounts will not constitute a waiver of any default under this Agreement. The Borrower's ’s obligations under this paragraph shall survive the termination of this Agreement and the repayment of all other obligations.