Facility Fee Percentage. Means the Facility Fee Percentage in effect from time to time determined in accordance with the grid set forth below: Ratio of Borrower's Net Funded Debt to EBITDA Facility Fee Percentage TIER Less than 1.00 to 1 .15 % I Greater than or equal to 1.00 to 1 but less than or equal to 1.50 to 1 .20 % II Greater
... than 1.50 to 1 but less than or equal to 2.00 to 1 .20 % III Greater than 2.00 to 1 .25 % IV Commencing on the date hereof, the Tier I Facility Fee Percentage shall be in effect until adjusted in accordance with the terms hereof. The first adjustment of the Facility Fee Percentage will occur on the fifth (5th) Business Day following Agent's receipt of Borrower's audited financial statements and Compliance Certificate for Borrower's December 31, 2005 fiscal year-end in accordance with Section 9.7 hereof. Thereafter, the Facility Fee Percentage will be adjusted quarterly (based on the ratio of Borrower's Net Funded Debt to EBITDA for the immediately preceding rolling four (4) fiscal quarter period) on the date which is five (5) business days subsequent 3 to Agent's receipt of Borrower's compliance certificate delivered pursuant to Section 9.8 hereof. The Facility Fee Percentage shall be determined as provided in the grid set forth above and remain in effect until adjusted in accordance with the terms hereof. Should Borrower fail to deliver to Agent any quarterly compliance certificate when and as required under Section 9.8 hereof, in addition to the other rights and remedies Agent has under this Agreement, Agent may, in its discretion, immediately increase the Facility Fee Percentage then in effect to the highest Facility Fee Percentage set forth in the grid set forth above. If Borrower subsequently delivers the tardy quarterly compliance certificate after Agent has adjusted the Facility Fee Percentage to the highest level, and such compliance certificate indicates that the Facility Fee Percentage should be at a lower level, Agent will adjust the Facility Fee Percentage effective as of the fifth (5th) Business Day following Agent's receipt of such compliance certificate, but not retroactively, which Facility Fee Percentage shall remain in effect until adjusted in accordance with the terms hereof. Notwithstanding anything to the contrary contained in this paragraph, if Agent determines that the calculations of the ratio of Borrower's Net Funded Debt to EBITDA for the applicable test period in any compliance certificate are incorrect, Agent may adjust the Facility Fee Percentage as set forth in the immediately preceding paragraph based on its own good faith calculation of the ratio of Borrower's Net Funded Debt to EBITDA for the applicable test period.
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