Common use of Applicable Margins Clause in Contracts

Applicable Margins. (a) The Base Rate Applicable Margin and the LIBOR Applicable Margin to be used in calculating the interest rate applicable to different Types of Borrowings, shall vary from time to time in accordance with the Consolidated Leverage Ratio as follows: Consolidated Leverage Ratio LIBOR Applicable Margin Base Rate Applicable Margin Less than 35% 1.20% 1.20% 35% or greater but less than 40% 1.30% 1.30% 40% or greater but less than 45% 1.35% 1.35% 45% or greater but less than 50% 1.40% 1.40% 50% or greater but less than 55% 1.50% 1.50% 55% or greater 1.70% 1.70% The LIBOR Applicable Margin and Base Rate Applicable Margin shall be determined by the Administrative Agent from time to time, based on the Consolidated Leverage Ratio as set forth in the compliance certificate most recently delivered by the Borrower pursuant to Section 8.2(iv). Any adjustment to the LIBOR Applicable Margin and Base Rate Applicable Margin shall be effective as of the first day of the calendar month immediately following the month during which the Borrower delivers to the Administrative Agent the applicable compliance certificate pursuant to Section 8.2(iv). If the Borrower fails to deliver a compliance certificate in accordance with Section 8.2(iv), the LIBOR Applicable Margin and the Base Rate Applicable Margin shall equal the percentages corresponding to a Consolidated Leverage Ratio of 55% or greater until the first day of the calendar month immediately following the month that the required compliance certificate is delivered. Notwithstanding the foregoing, for the period from the Agreement Execution Date through but excluding the date on which the Administrative Agent first determines the LIBOR Applicable Margin and the Base Rate Applicable Margin as set forth above, the LIBOR Applicable Margin and the Base Rate Applicable Margin shall be determined based on a Consolidated Leverage Ratio of “Less than 35%”. Thereafter, such LIBOR Applicable Margin and Base Rate Applicable Margin shall be adjusted from time to time as set forth in this definition. It is understood and agreed that each change in pricing level shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect at the time it was delivered to the Administrative Agent as the result of fraud or intentional misstatement thereof, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within five (5) Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s or any Lender’s other rights under this Agreement. (b) If the Borrower has an Investment Grade Rating during the term of the Facility, at the one-time election of the Borrower upon prior irrevocable written notice to Administrative Agent and the Lenders, which election shall relate solely to this Agreement and shall have no effect on elections to be made with respect to the Existing Revolving Credit Agreement or the Existing Term Loan Agreement, from and after such election the Base Rate Applicable Margin and the LIBOR Applicable Margin shall vary from time to time in accordance with the Investment Grade Rating as follows (such that the Applicable Margin shall change from time to time as and when the Investment Grade Rating changes, which changes shall be effective from and after the date that notice is delivered from the Borrower to the Administrative Agent of the applicable Investment Grade Rating change): Below BBB- and Baa3 (“Level V”) 1.75% 1.75% The Applicable Margin shall be determined by the higher of the two ratings from S&P or Xxxxx’x. In the event that such two ratings are more than one rating level apart and both are Investment Grade Ratings, then the rating level one level above the lower of the two ratings shall apply. If only one Investment Grade Ratings has been issued, the Applicable Margin shall be determined based on the sole Investment Grade Rating then in effect. If Investment Grade Ratings shall have been assigned by both rating agencies and thereafter the Borrower does not have an Investment Grade Rating from either Rating Agency, the Applicable Margin shall be determined based on Level V of the forgoing table in this Section 2.9(b). The Borrower may not return to pricing determinations based on the table in Section 2.9(a) after selecting to use the table in Section 2.9(b).

Applicable Margins. (a) The Base Rate Applicable Margin and the LIBOR Applicable Margin to be used in calculating the interest rate applicable to different Types of Borrowings, shall vary from time to time in accordance with the Consolidated Leverage Ratio as follows: Consolidated Leverage Ratio LIBOR Applicable Margin Base Rate Applicable Margin Less than 35% 1.201.20 % 1.201.20 % 35Less35% or greater but less than 40% 1.301.601.30 % 1.301.601.30 % 40% or greater but less than 45% 1.351.651.35 % 1.351.651.35 % 45% or greater but less than 50% 1.401.801.40 % 1.401.801.40 % 50% or greater but less than 55% 1.501.951.50 % 1.501.951.50 % 55% or greater 1.702.251.70 % 1.702.251.70 % The LIBOR Applicable Margin and Base Rate Applicable Margin shall be determined by the Administrative Agent from time to time, based on the Consolidated Leverage Ratio as set forth in the compliance certificate most recently delivered by the Borrower pursuant to Section 8.2(iv). Any adjustment to the LIBOR Applicable Margin and Base Rate Applicable Margin shall be effective as of the first day of the calendar month immediately following the month during which the Borrower delivers to the Administrative Agent the applicable compliance certificate pursuant to Section 8.2(iv). If the Borrower fails to deliver a compliance certificate in accordance with Section 8.2(iv), the LIBOR Applicable Margin and the Base Rate Applicable Margin shall equal the percentages corresponding to a Consolidated Leverage Ratio of 55% or greater until the first day of the calendar month immediately following the month that the required compliance certificate is delivered. Notwithstanding the foregoing, for the period from the Agreement Execution Date through but excluding the date on which the Administrative Agent first determines the LIBOR Applicable Margin and the Base Rate Applicable Margin as set forth above, the LIBOR Applicable Margin and the Base Rate Applicable Margin shall be determined based on a Consolidated Leverage Ratio of “Less than 354035%”. Thereafter, such LIBOR Applicable Margin and Base Rate Applicable Margin shall be adjusted from time to time as set forth in this definition. It is understood and agreed that each change in pricing level shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect at the time it was delivered to the Administrative Agent as the result of fraud or intentional misstatement thereof, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within five (5) Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s or any Lender’s other rights under this Agreement. (b) If the Borrower has an Investment Grade Rating during the term of the Facility, at the one-time election of the Borrower upon prior irrevocable written notice to Administrative Agent and the Lenders, which election shall relate solely to this Agreement and shall have no effect on elections to be made with respect to the Existing Revolving Credit Agreement or the Existing Term Loan Agreement, from and after such election the Base Rate Applicable Margin and the LIBOR Applicable Margin shall vary from time to time in accordance with the Investment Grade Rating as follows (such that the Applicable Margin shall change from time to time as and when the Investment Grade Rating changes, which changes shall be effective from and after the date that notice is delivered from the Borrower to the Administrative Agent of the applicable Investment Grade Rating change): A-/A3 1.400.90 % 1.400.90 % BBB+/Baa1 1.450.95 % 1.450.95 % BBB/Baa2 1.551.10 % 1.551.10 % BBB-/Baa3 1.801.35 % 1.801.35 % Below BBB- and xxxxx Baa3 (“Level V”) 1.752.301.75 % 1.752.301.75 % The Applicable Margin shall be determined by the higher of the two ratings from S&P or Xxxxx’x. In the event that such two ratings are more than one rating level apart and both are Investment Grade Ratings, then the rating level one level above the lower of the two ratings shall apply. If only one Investment Grade Ratings has been issued, the Applicable Margin shall be determined based on the sole Investment Grade Rating then in effect. If Investment Grade Ratings shall have been assigned by both rating agencies and thereafter the Borrower does not have an Investment Grade Rating from either Rating Agency, the Applicable Margin shall be determined based on Level V of the forgoing table in this Section 2.9(b). The Borrower may not return to pricing determinations based on the table in Section 2.9(a) after selecting to use the table in Section 2.9(b).

Applicable Margins. (a) The Base Rate Applicable Margin and the LIBOR Applicable Margin to be used in calculating the interest rate applicable to different Types of Borrowings, shall vary from time to time in accordance with the Consolidated Leverage Ratio as follows: Consolidated Leverage Ratio LIBOR Applicable Margin Base Rate Applicable Margin Less than 35% 1.20% 1.20% 35% or greater but less than 40% 1.301.60 % 1.301.60 % 40% or greater but less than 45% 1.351.65 % 1.351.65 % 45% or greater but less than 50% 1.401.80 % 1.401.80 % 50% or greater but less than 55% 1.501.95 % 1.501.95 % 55% or greater 1.702.25 % 1.702.25 % The LIBOR Applicable Margin and Base Rate Applicable Margin shall be determined by the Administrative Agent from time to time, based on the Consolidated Leverage Ratio as set forth in the compliance certificate most recently delivered by the Borrower pursuant to Section 8.2(iv). Any adjustment to the LIBOR Applicable Margin and Base Rate Applicable Margin shall be effective as of the first day of the calendar month immediately following the month during which the Borrower delivers to the Administrative Agent the applicable compliance certificate pursuant to Section 8.2(iv). If the Borrower fails to deliver a compliance certificate in accordance with Section 8.2(iv), the LIBOR Applicable Margin and the Base Rate Applicable Margin shall equal the percentages corresponding to a Consolidated Leverage Ratio of 55% or greater until the first day of the calendar month immediately following the month that the required compliance certificate is delivered. Notwithstanding the foregoing, for the period from the Agreement Execution Date through but excluding the date on which the Administrative Agent first determines the LIBOR Applicable Margin and the Base Rate Applicable Margin as set forth above, the LIBOR Applicable Margin and the Base Rate Applicable Margin shall be determined based on a Consolidated Leverage Ratio of “Less than 3540%”. Thereafter, such LIBOR Applicable Margin and Base Rate Applicable Margin shall be adjusted from time to time as set forth in this definition. It is understood and agreed that each change in pricing level shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect at the time it was delivered to the Administrative Agent as the result of fraud or intentional misstatement thereof, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within five (5) Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s or any Lender’s other rights under this Agreement. (b) If the Borrower has an Investment Grade Rating during the term of the Facility, at the one-time election of the Borrower upon prior irrevocable written notice to Administrative Agent and the Lenders, which election shall relate solely to this Agreement and shall have no effect on elections to be made with respect to the Existing Revolving Credit Agreement or the Existing Term Loan Agreement, from and after such election the Base Rate Applicable Margin and the LIBOR Applicable Margin shall vary from time to time in accordance with the Investment Grade Rating as follows (such that the Applicable Margin shall change from time to time as and when the Investment Grade Rating changes, which changes shall be effective from and after the date that notice is delivered from the Borrower to the Administrative Agent of the applicable Investment Grade Rating change): A-/A3 1.40 % 1.40 % BBB+/Baa1 1.45 % 1.45 % BBB/Baa2 1.55 % 1.55 % BBB-/Baa3 1.80 % 1.80 % Below BBB- and or Baa3 (“Level V”) 1.752.30 % 1.752.30 % The Applicable Margin shall be determined by the higher of the two ratings from S&P or Xxxxx’x. In the event that such two ratings are more than one rating level apart and both are Investment Grade Ratings, then the rating level one level above the lower of the two ratings shall apply. If only one Investment Grade Ratings has been issued, the Applicable Margin shall be determined based on the sole Investment Grade Rating then in effect. If Investment Grade Ratings shall have been assigned by both rating agencies and thereafter the Borrower does not have an Investment Grade Rating from either Rating Agency, the Applicable Margin shall be determined based on Level V of the forgoing table in this Section 2.9(b). The Borrower may not return to pricing determinations based on the table in Section 2.9(a) after selecting to use the table in Section 2.9(b).

Applicable Margins. (a) The Base Rate Applicable Margin and the LIBOR Applicable Margin to be used in calculating the interest rate applicable to different Types of Borrowings, shall vary from time to time in accordance with the Consolidated Leverage Ratio as follows: Consolidated Leverage Ratio LIBOR Applicable Margin Base Rate Applicable Margin Less than 35% 1.201.20 % 1.201.20 % 35% or greater but less than 40% 1.301.30 % 1.301.30 % 40% or greater but less than 45% 1.351.35 % 1.351.35 % 45% or greater but less than 50% 1.401.40 % 1.401.40 % 50% or greater but less than 55% 1.501.50 % 1.501.50 % 55% or greater 1.701.70 % 1.701.70 % The LIBOR Applicable Margin and Base Rate Applicable Margin shall be determined by the Administrative Agent from time to time, based on the Consolidated Leverage Ratio as set forth in the compliance certificate most recently delivered by the Borrower pursuant to Section 8.2(iv). Any adjustment to the LIBOR Applicable Margin and Base Rate Applicable Margin shall be effective as of the first day of the calendar month immediately following the month during which the Borrower delivers to the Administrative Agent the applicable compliance certificate pursuant to Section 8.2(iv). If the Borrower fails to deliver a compliance certificate in accordance with Section 8.2(iv), the LIBOR Applicable Margin and the Base Rate Applicable Margin shall equal the percentages corresponding to a Consolidated Leverage Ratio of 55% or greater until the first day of the calendar month immediately following the month that the required compliance certificate is delivered. Notwithstanding the foregoing, for the period from the Agreement Execution Date through but excluding the date on which the Administrative Agent first determines the LIBOR Applicable Margin and the Base Rate Applicable Margin as set forth above, the LIBOR Applicable Margin and the Base Rate Applicable Margin shall be determined based on a Consolidated Leverage Ratio of “Less than 35%”. Thereafter, such LIBOR Applicable Margin and Base Rate Applicable Margin shall be adjusted from time to time as set forth in this definition. It is understood and agreed that each change in pricing level shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect at the time it was delivered to the Administrative Agent as the result of fraud or intentional misstatement thereof, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within five (5) Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s or any Lender’s other rights under this Agreement. (b) If the Borrower has an Investment Grade Rating during the term of the Facility, at the one-time election of the Borrower upon prior irrevocable written notice to Administrative Agent and the Lenders, which election shall relate solely to this Agreement and shall have no effect on elections to be made with respect to the Existing Revolving Credit Agreement or the Existing Term Loan Agreement, from and after such election the Base Rate Applicable Margin and the LIBOR Applicable Margin shall vary from time to time in accordance with the Investment Grade Rating as follows (such that the Applicable Margin shall change from time to time as and when the Investment Grade Rating changes, which changes shall be effective from and after the date that notice is delivered from the Borrower to the Administrative Agent of the applicable Investment Grade Rating change): A-/A3 0.90 % 0.90 % BBB+/Baa1 0.95 % 0.95 % BBB/Baa2 1.10 % 1.10 % BBB-/Baa3 1.35 % 1.35 % Below BBB- and Baa3 (“Level V”) 1.751.75 % 1.751.75 % The Applicable Margin shall be determined by the higher of the two ratings from S&P or Xxxxx’x. In the event that such two ratings are more than one rating level apart and both are Investment Grade Ratings, then the rating level one level above the lower of the two ratings shall apply. If only one Investment Grade Ratings has been issued, the Applicable Margin shall be determined based on the sole Investment Grade Rating then in effect. If Investment Grade Ratings shall have been assigned by both rating agencies and thereafter the Borrower does not have an Investment Grade Rating from either Rating Agency, the Applicable Margin shall be determined based on Level V of the forgoing table in this Section 2.9(b). The Borrower may not return to pricing determinations based on the table in Section 2.9(a) after selecting to use the table in Section 2.9(b).

Applicable Margins. (a) The Base Rate Applicable Margin and the LIBOR Applicable Margin to be used in calculating the interest rate applicable to different Types of Borrowings, shall vary from time to time in accordance with the Consolidated Leverage Ratio as follows: Consolidated Leverage Ratio LIBOR Applicable Margin Base Rate Applicable Margin Less than 35% 1.201.20 % 1.201.20 % 35Less35% or greater but less than 40% 1.301.701.30 % 1.301.701.30 % 40% or greater but less than 45% 1.351.751.35 % 1.351.751.35 % 45% or greater but less than 50% 1.401.901.40 % 1.401.901.40 % 50% or greater but less than 55% 1.502.051.50 % 1.502.051.50 % 55% or greater 1.702.301.70 % 1.702.301.70 % The LIBOR Applicable Margin and Base Rate Applicable Margin shall be determined by the Administrative Agent from time to time, based on the Consolidated Leverage Ratio as set forth in the compliance certificate most recently delivered by the Borrower pursuant to Section 8.2(iv). Any adjustment to the LIBOR Applicable Margin and Base Rate Applicable Margin shall be effective as of the first day of the calendar month immediately following the month during which the Borrower delivers to the Administrative Agent the applicable compliance certificate pursuant to Section 8.2(iv). If the Borrower fails to deliver a compliance certificate in accordance with Section 8.2(iv), the LIBOR Applicable Margin and the Base Rate Applicable Margin shall equal the percentages corresponding to a Consolidated Leverage Ratio of 55% or greater until the first day of the calendar month immediately following the month that the required compliance certificate is delivered. Notwithstanding the foregoing, for the period from the Agreement Execution Date through but excluding the date on which the Administrative Agent first determines the LIBOR Applicable Margin and the Base Rate Applicable Margin as set forth above, the LIBOR Applicable Margin and the Base Rate Applicable Margin shall be determined based on a Consolidated Leverage Ratio of “Less 40% or greater but lessLess than 354535%”. Thereafter, such LIBOR Applicable Margin and Base Rate Applicable Margin shall be adjusted from time to time as set forth in this definition. It is understood and agreed that each change in pricing level shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect at the time it was delivered to the Administrative Agent as the result of fraud or intentional misstatement thereof, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within five (5) Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s or any Lender’s other rights under this Agreement. (b) If In the eventIf the Borrower has obtainshas an Investment Grade Rating during the term of the Facility, at the one-time election of the Borrower upon prior irrevocable written notice to Administrative Agent and the Lenders, which election shall relate solely to this Agreement and shall have no effect on elections to be made with respect to the Existing Revolving Credit Agreement or the Existing Term Loan Agreement, from and after such election the Base Rate Applicable Margin and the LIBOR Applicable Margin shall vary from time to time in accordance with the Investment Grade Rating as follows (such that the Applicable Margin shall change from time to time as and when the Investment Grade Rating changes, which changes shall be effective from and after the date that the notice is delivered from the Borrower to the Administrative Agent of the applicable Investment Grade Rating change): A-/A3 1.400.90 % 1.400.90 % BBB+/Baa1 1.450.95 % 1.450.95 % BBB/Baa2 1.551.10 % 1.551.10 % BBB-/Baa3 1.851.35 % 1.851.35 % Below BBB- and xxxxx Baa3 (“Level V”) 1.752.351.75 % 1.752.351.75 % The Applicable Margin shall be determined by the higher of the two ratings from S&P or Xxxxx’x. In the event that such two ratings are more than one rating level apart and both are Investment Grade Ratings, then the rating level one level above the lower of the two ratings shall apply. If only one Investment Grade Ratings has been issued, the Applicable Margin shall be determined based on the sole Investment Grade Rating then in effect. If Investment Grade Ratings shall have been assigned by both rating agencies and thereafter the Borrower does not have an Investment Grade Rating from either Rating Agency, the Applicable Margin shall be determined based on Level V of the forgoing table in this Section 2.9(b). The Borrower may not return to pricing determinations based on the table in Section 2.9(a) after selecting to use the table in Section 2.9(b).

Applicable Margins. (a) The Base Rate Applicable Margin and the LIBOR Applicable Margin to be used in calculating the interest rate applicable to different Types of Borrowings, shall vary from time to time in accordance with the Consolidated Leverage Ratio as follows: Consolidated Leverage Ratio LIBOR Applicable Margin Base Rate Applicable Margin Less than 35% 1.201.20 % 1.201.20 % 35% or greater but less than 40% 1.301.30 % 1.301.30 % 40% or greater but less than 45% 1.351.35 % 1.351.35 % 45% or greater but less than 50% 1.401.40 % 1.401.40 % 50% or greater but less than 55% 1.501.50 % 1.501.50 % 55% or greater 1.701.70 % 1.701.70 % The LIBOR Applicable Margin and Base Rate Applicable Margin shall be determined by the Administrative Agent from time to time, based on the Consolidated Leverage Ratio as set forth in the compliance certificate most recently delivered by the Borrower pursuant to Section 8.2(iv). Any adjustment to the LIBOR Applicable Margin and Base Rate Applicable Margin shall be effective as of the first day of the calendar month immediately following the month during which the Borrower delivers to the Administrative Agent the applicable compliance certificate pursuant to Section 8.2(iv). If the Borrower fails to deliver a compliance certificate in accordance with Section 8.2(iv), the LIBOR Applicable Margin and the Base Rate Applicable Margin shall equal the percentages corresponding to a Consolidated Leverage Ratio of 55% or greater until the first day of the calendar month immediately following the month that the required compliance certificate is delivered. Notwithstanding the foregoing, for the period from the Agreement Execution Date through but excluding the date on which the Administrative Agent first determines the LIBOR Applicable Margin and the Base Rate Applicable Margin as set forth above, the LIBOR Applicable Margin and the Base Rate Applicable Margin shall be determined based on a Consolidated Leverage Ratio of “Less than 35%”. Thereafter, such LIBOR Applicable Margin and Base Rate Applicable Margin shall be adjusted from time to time as set forth in this definition. It is understood and agreed that each change in pricing level shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect at the time it was delivered to the Administrative Agent as the result of fraud or intentional misstatement thereof, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within five (5) Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s or any Lender’s other rights under this Agreement. (b) If the Borrower has an Investment Grade Rating during the term of the Facility, at the one-time election of the Borrower upon prior irrevocable written notice to Administrative Agent and the Lenders, which election shall relate solely to this Agreement and shall have no effect on elections to be made with respect to the Existing Revolving Credit Agreement or the Existing Term Loan Agreement, from and after such election the Base Rate Applicable Margin and the LIBOR Applicable Margin shall vary from time to time in accordance with the Investment Grade Rating as follows (such that the Applicable Margin shall change from time to time as and when the Investment Grade Rating changes, which changes shall be effective from and after the date that notice is delivered from the Borrower to the Administrative Agent of the applicable Investment Grade Rating change): A-/A3 0.90 % 0.90 % BBB+/Baa1 0.95 % 0.95 % BBB/Baa2 1.10 % 1.10 % BBB-/Baa3 1.35 % 1.35 % Below BBB- and Baa3 (“Level V”) 1.751.75 % 1.751.75 % The Applicable Margin shall be determined by the higher of the two ratings from S&P or Xxxxx’x. In the event that such two ratings are more than one rating level apart and both are Investment Grade Ratings, then the rating level one level above the lower of the two ratings shall apply. If only one Investment Grade Ratings has been issued, the Applicable Margin shall be determined based on the sole Investment Grade Rating then in effect. If Investment Grade Ratings shall have been assigned by both rating agencies and thereafter the Borrower does not have an Investment Grade Rating from either Rating Agency, the Applicable Margin shall be determined based on Level V of the forgoing table in this Section 2.9(b). The Borrower may not return to pricing determinations based on the table in Section 2.9(a) after selecting to use the table in Section 2.9(b).