Common use of Determination of Applicable Margins Clause in Contracts

Determination of Applicable Margins. Subject to the last sentence of subsection 2.2A(i)(a), the last sentence of subsection 2.3A(i) and the last sentence of subsection 2.3A(ii), the Consolidated Leverage Ratio used to compute the applicable margin for Tranche A Term Loans, Working Capital Loans and Acquisition Loans for purposes of subsection 2.2A(i) and subsection 3.2 and the applicable commitment fee rates for the Working Capital Loan Commitments and the Acquisition Loan Commitments for purposes of subsection 2.3A (such applicable margins and commitment fee rates being referred to in this subsection 2.3C as the "APPLICABLE MARGINS") for any day shall be the Consolidated Leverage Ratio set forth in the Margin Determination Certificate most recently delivered by Company to Administrative Agent on or prior to such day pursuant to subsection 6.1(iv). Changes in the Applicable Margins resulting from a change in the Consolidated Leverage Ratio shall become effective on the first Business Day following delivery by Company to Administrative Agent of a new Margin Determination Certificate pursuant to subsection 6.1(iv). Notwithstanding the foregoing, Company may, in its sole discretion, within ten Business Days following the end of any Fiscal Quarter, deliver to Administrative Agent a written estimate (the "LEVERAGE RATIO ESTIMATE") setting forth Company's good faith estimate of the Consolidated Leverage Ratio (based on calculations contained in a Margin Determination Certificate) that will be set forth in the next Margin Determination Certificate required to be delivered by Company to Administrative Agent pursuant to subsection 6.1(iv). In the event that the Leverage Ratio Estimate indicates that there would be a change in the Applicable Margins resulting from a change in the Consolidated Leverage Ratio, such change will become effective on the first Business Day following delivery of the Leverage Ratio Estimate. In the event that, once the next Margin Determination Certificate is delivered, the Consolidated Leverage Ratio as set forth in such Margin Determination Certificate differs from that calculated in the Leverage Ratio Estimate delivered for the Fiscal Quarter with respect to which such Margin Determination Certificate has been delivered, and such difference results in Applicable Margins which are greater or lesser than the Applicable Margins theretofore in effect, then (A) such greater or lesser Applicable Margins shall be deemed to be in effect for all purposes of this Agreement from the first Business Day following the delivery of the Leverage Ratio Estimate and (B) if Company shall have theretofore made any payment of interest, commitment fees or letter of credit fees in respect of the period from the first Business Day following the delivery of the Leverage Ratio Estimate to the Business Day following actual date of delivery of the Margin Determination Certificate, then, on the next Quarterly Date, either (x) if the new Applicable Margins are greater than the Applicable Margins theretofore in effect, Company shall pay as a supplemental payment of interest, commitment fees and/or letter of credit fees, as applicable, an amount which equals the difference between the amount of interest, commitment fees and/or letter of credit fees that would otherwise have been paid based on such new Consolidated Leverage Ratio and the amount of interest, commitment fees and/or letter of credit fees, as applicable, actually so paid, or (y) if the new Applicable Margins are less than the Applicable Margins theretofore in effect, an amount shall be deducted from the interest, commitment fees and/or letter of credit fees, as applicable, then otherwise payable in an amount which equals the difference between the amount of interest, commitment fees and/or letter of credit fees, as applicable, so paid and the amount of interest, commitment fees and/or letter of credit fees, as applicable, that would otherwise have been paid based on such new Consolidated Leverage Ratio (or, if no such payment is owed by Company to the applicable Lenders on such next Quarterly Date, or if such amount owed by Company is less than such difference, the applicable Lenders shall pay to Company on such next Quarterly Date the amount of such difference less the amount, if any, owed by Company to such Lenders on such Quarterly Date).

Determination of Applicable Margins. Subject to the last sentence of subsection 2.2A(i)(a), the last sentence of subsection 2.3A(i) and the last sentence of subsection 2.3A(ii), the Consolidated Leverage Ratio used to compute the applicable margin for Tranche A Term Loans, Working Capital Loans and Acquisition Loans for purposes of subsection 2.2A(i) and subsection 3.2 and the applicable commitment fee rates for the Working Capital Loan Commitments and the Acquisition Loan Commitments for purposes of subsection 2.3A (such applicable margins and commitment fee rates being referred to in this subsection 2.3C as the "APPLICABLE MARGINS") for any day shall be the Consolidated Leverage Ratio set forth in the Margin Determination Certificate most recently delivered by Company to Administrative Agent on or prior to such day pursuant to subsection 6.1(iv). Changes in the Applicable Margins resulting from a change in the Consolidated Leverage Ratio shall become effective on the first Business Day following delivery by Company to Administrative Agent of a new Margin Determination Certificate pursuant to subsection 6.1(iv). Notwithstanding the foregoing, Company may, in its sole discretion, within ten Business Days following the end of any Fiscal Quarter, deliver to Administrative Agent a written estimate (the "LEVERAGE RATIO ESTIMATE") setting forth Company's good faith estimate of the Consolidated Leverage Ratio (based on calculations contained in a Margin Determination Certificate) that will be set forth in the next Margin Determination Certificate required to be delivered by Company to Administrative Agent pursuant to subsection 6.1(iv). In the event that the Leverage Ratio Estimate indicates that there would be a change in the Applicable Margins resulting from a change in the Consolidated Leverage Ratio, such change will become effective on the first Business Day following delivery of the Leverage Ratio Estimate. In the event that, once the next Margin Determination Certificate is delivered, the Consolidated Leverage Ratio as set forth in such Margin Determination Certificate differs from that calculated in the Leverage Ratio Estimate delivered for the Fiscal Quarter with respect to which such Margin Determination Certificate has been delivered, and such difference results in Applicable Margins which are greater or lesser than the Applicable Margins theretofore in effect, then (A) such greater or lesser Applicable Margins shall be deemed to be in effect for all purposes of this Agreement from the first Business Day following the delivery of the Leverage Ratio Estimate and (B) if Company shall have theretofore made any payment of interest, commitment fees or letter of credit fees in respect of the period from the first Business Day following the delivery of the Leverage Ratio Estimate to the Business Day following actual date of delivery of the Margin Determination Certificate, then, on the next Quarterly Date, either (x) if the new Applicable Margins are greater than the Applicable Margins theretofore in effect, Company shall pay as a supplemental payment of interest, commitment fees and/or letter of credit fees, as applicable, an amount which equals the difference between the amount of interest, commitment fees and/or letter of credit fees that would otherwise have been paid based on such new Consolidated Leverage Ratio and the amount of interest, commitment fees ees and/or letter of credit fees, as applicable, actually so paid, or (y) if the new Applicable Margins are less than the Applicable Margins theretofore in effect, an amount shall be deducted from the interest, commitment fees and/or letter of credit fees, as applicable, then otherwise payable in an amount which equals the difference between the amount of interest, commitment fees and/or letter of credit fees, as applicable, so paid and the amount of interest, commitment fees and/or letter of credit fees, as applicable, that would otherwise have been paid based on such new Consolidated Leverage Ratio (or, if no such payment is owed by Company to the applicable Lenders on such next Quarterly Date, or if such amount owed by Company is less than such difference, the applicable Lenders shall pay to Company on such next Quarterly Date the amount of such difference less the amount, if any, owed by Company to such Lenders on such Quarterly Date).

Determination of Applicable Margins. Subject to the last sentence of subsection 2.2A(i)(a), the last sentence of subsection 2.3A(i) and the last sentence of subsection 2.3A(ii), the Consolidated Leverage Ratio used to compute the applicable margin for Tranche A Term Loans, Working Capital Loans and Acquisition Loans for purposes of subsection 2.2A(i) and subsection 3.2 and the applicable commitment fee rates for the Working Capital Loan Commitments and the Acquisition Loan Commitments for purposes of subsection 2.3A (such applicable margins and commitment fee rates being referred to in this subsection 2.3C as the "APPLICABLE MARGINS") for any day shall be the Consolidated Leverage Ratio set forth in the Margin Determination Certificate most recently delivered by Company to Administrative Agent on or prior to such day pursuant to subsection 6.1(iv). Changes in the Applicable Margins resulting from a change in the Consolidated Leverage Ratio shall become effective on the first Business Day following delivery by Company to Administrative Agent of a new Margin Determination Certificate pursuant to subsection 6.1(iv). Notwithstanding the foregoing, Company may, in its sole discretion, within ten Business Days following the end of any Fiscal Quarter, deliver to Administrative Agent a written estimate (the "LEVERAGE RATIO ESTIMATE") setting forth Company's good faith estimate of the Consolidated Leverage Ratio (based on calculations contained in a Margin Determination Certificate) that will be set forth in the next Margin Determination Certificate required to be delivered by Company to Administrative Agent pursuant to subsection 6.1(iv). In the event that the Leverage Ratio Estimate indicates that there would be a change in the Applicable Margins resulting from a change in the Consolidated Leverage Ratio, such change will become effective on the first Business Day following delivery of the Leverage Ratio Estimate. In the event that, once the next Margin Determination Certificate is delivered, the Consolidated Leverage Ratio as set forth in such Margin Determination Certificate differs from that calculated in the Leverage Ratio Estimate delivered for the Fiscal Quarter with respect to which such 57 Margin Determination Certificate has been delivered, and such difference results in Applicable Margins which are greater or lesser than the Applicable Margins theretofore in effect, then (A) such greater or lesser Applicable Margins shall be deemed to be in effect for all purposes of this Agreement from the first Business Day following the delivery of the Leverage Ratio Estimate and (B) if Company shall have theretofore made any payment of interest, commitment fees or letter of credit fees in respect of the period from the first Business Day following the delivery of the Leverage Ratio Estimate to the Business Day following actual date of delivery of the Margin Determination Certificate, then, on the next Quarterly Date, either (x) if the new Applicable Margins are greater than the Applicable Margins theretofore in effect, Company shall pay as a supplemental payment of interest, commitment fees and/or letter of credit fees, as applicable, an amount which equals the difference between the amount of interest, commitment fees and/or letter of credit fees that would otherwise have been paid based on such new Consolidated Leverage Ratio and the amount of interest, commitment fees and/or letter of credit fees, as applicable, actually so paid, or (y) if the new Applicable Margins are less than the Applicable Margins theretofore in effect, an amount shall be deducted from the interest, commitment fees and/or letter of credit fees, as applicable, then otherwise payable in an amount which equals the difference between the amount of interest, commitment fees and/or letter of credit fees, as applicable, so paid and the amount of interest, commitment fees and/or letter of credit fees, as applicable, that would otherwise have been paid based on such new Consolidated Leverage Ratio (or, if no such payment is owed by Company to the applicable Lenders on such next Quarterly Date, or if such amount owed by Company is less than such difference, the applicable Lenders shall pay to Company on such next Quarterly Date the amount of such difference less the amount, if any, owed by Company to such Lenders on such Quarterly Date).

Determination of Applicable Margins. Subject Applicable Letter of Credit Fee and Applicable Commitment Fee. (i) The applicable Margin in respect of any loan, the Applicable Letter of Credit Fee payable under Section 2.25 and the Applicable Commitment Fee payable under Section 2.15(c) shall be determined by reference to the tables set forth in paragraph (a) above, as applicable, on the basis of the Leverage Ratio (calculated (a) with respect to Revolving Loans, the average of the outstanding amounts as of the last sentence day of subsection 2.2A(i)(aeach quarter for the four quarters in the period then ended and (b) with respect to the Term Loans and other Indebtedness, the outstanding amount as of the end of the quarter then ended) determined by reference to the most recent financial statements delivered pursuant to Section 6.1(A)(ii) or 6.1(A)(iii). (ii) Upon receipt of the financial statements delivered pursuant to Section 6.1(A)(ii) or Section 6.1(A)(iii), as applicable, the last sentence Applicable Margins for all outstanding Obligations, the Applicable Letter of subsection 2.3A(iCredit Fee and Applicable Commitment Fee shall be adjusted, such adjustment being effective on the fifth (5th) Business Day after receipt of such financial statements and the last sentence of subsection 2.3A(iiCompliance Certificate to be delivered in connection therewith; provided, however, if the Borrower shall not have timely delivered such financial statements in accordance with Section 6.1(A)(ii) or Section 6.1(A)(iii), as applicable, beginning with the Consolidated Leverage Ratio used to compute the applicable margin for Tranche A Term Loansdate upon which such financial statements should have been delivered and continuing until such financial statements are delivered, Working Capital Loans and Acquisition Loans it shall be assumed for purposes of subsection 2.2A(i) and subsection 3.2 determining the Applicable Margins, the Applicable Commitment Fee and the applicable commitment fee rates for the Working Capital Loan Commitments and the Acquisition Loan Commitments for purposes Applicable Letter of subsection 2.3A (such applicable margins and commitment fee rates being referred to in this subsection 2.3C as the "APPLICABLE MARGINS") for any day shall be the Consolidated Leverage Ratio set forth in the Margin Determination Certificate most recently delivered by Company to Administrative Agent on or prior to such day pursuant to subsection 6.1(iv). Changes in the Applicable Margins resulting from a change in the Consolidated Leverage Ratio shall become effective on the first Business Day following delivery by Company to Administrative Agent of a new Margin Determination Certificate pursuant to subsection 6.1(iv). Notwithstanding the foregoing, Company may, in its sole discretion, within ten Business Days following the end of any Fiscal Quarter, deliver to Administrative Agent a written estimate (the "LEVERAGE RATIO ESTIMATE") setting forth Company's good faith estimate of the Consolidated Leverage Ratio (based on calculations contained in a Margin Determination Certificate) that will be set forth in the next Margin Determination Certificate required to be delivered by Company to Administrative Agent pursuant to subsection 6.1(iv). In the event Credit Fee that the Leverage Ratio Estimate indicates that there would be a change in the Applicable Margins resulting from a change in the Consolidated Leverage Ratio, such change will become effective on the first Business Day following delivery of the Leverage Ratio Estimate. In the event that, once the next Margin Determination Certificate is delivered, the Consolidated Leverage Ratio as set forth in such Margin Determination Certificate differs from that calculated in the Leverage Ratio Estimate delivered for the Fiscal Quarter with respect to which such Margin Determination Certificate has been delivered, and such difference results in Applicable Margins which are greater or lesser than the Applicable Margins theretofore in effect, then (A) such greater or lesser Applicable Margins shall be deemed to be in effect for all purposes of this Agreement from the first Business Day following the delivery of the Leverage Ratio Estimate and (B) if Company shall have theretofore made any payment of interest, commitment fees or letter of credit fees in respect of the period from the first Business Day following the delivery of the Leverage Ratio Estimate to the Business Day following actual date of delivery of the Margin Determination Certificate, then, on the next Quarterly Date, either (x) if the new Applicable Margins are was greater than the Applicable Margins theretofore in effect, Company shall pay as a supplemental payment of interest, commitment fees and/or letter of credit fees, as applicable, an amount which equals the difference between the amount of interest, commitment fees and/or letter of credit fees that would otherwise have been paid based on such new Consolidated Leverage Ratio and the amount of interest, commitment fees and/or letter of credit fees, as applicable, actually so paid, or (y) if the new Applicable Margins are less than the Applicable Margins theretofore in effect, an amount shall be deducted from the interest, commitment fees and/or letter of credit fees, as applicable, then otherwise payable in an amount which equals the difference between the amount of interest, commitment fees and/or letter of credit fees, as applicable, so paid and the amount of interest, commitment fees and/or letter of credit fees, as applicable, that would otherwise have been paid based on such new Consolidated Leverage Ratio (or, if no such payment is owed by Company 4.50 to the applicable Lenders on such next Quarterly Date, or if such amount owed by Company is less than such difference, the applicable Lenders shall pay to Company on such next Quarterly Date the amount of such difference less the amount, if any, owed by Company to such Lenders on such Quarterly Date)1.0.