Common use of Interest Margins Clause in Contracts

Interest Margins. Borrower shall have reached agreement with the Lenders (or Additional Lenders) agreeing to the respective Increase with respect to the interest margins applicable to Term Loans or incremental term loans to be made pursuant such Increase (which interest margins may be with respect to any Increase of the Term Loans or any Increase pursuant to which any incremental term facilities are provided, higher than, equal to, or lower than the interest margins applicable to the applicable Term Loan set forth in this Agreement immediately prior to the Increase Effective Date, as applicable) and shall have communicated the amount of such interest margins to Administrative Agent. Any joinder pursuant to clause (c) above may, with the consent of Administrative Agent, Borrower and the Lenders or Additional Lenders providing such Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.17 (including any amendment necessary to effectuate the interest margins for the Term Loans or incremental term loans to be made pursuant to such Increase). Anything to the contrary contained herein notwithstanding, it is agreed and understood that the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees payable in respect of any such Increase in the form of term loans (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding reasonable and customary arrangement, structuring and underwriting fees paid or payable to the arrangers of such Increase or their affiliates) applicable to such Increase shall not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the then outstanding Term Loans, unless the interest rate margin with respect to the then outstanding Term Loans is increased by an amount equal to (I) the difference between the all-in yield with respect to such Increase, as applicable, and the all-in yield with respect to such existing Facility, minus (II) 0.50% per annum.

Interest Margins. Borrower Agent shall have reached agreement with the Lenders (or Additional Lenders) agreeing to the respective Increase with respect to the interest margins applicable to Revolving Loans, Term Loans or incremental term loans to be made pursuant such Increase (which interest margins may be (A) with respect to Revolving Loans made pursuant to the increased Revolving Credit Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the Increase Effective Date, and (B) with respect to any Increase of the Term Loans or any Increase pursuant to which any incremental term facilities are provided, higher than, equal to, or lower than the interest margins applicable to the applicable Term Loan set forth in this Agreement immediately prior to the Increase Effective Date, as applicable) and shall have communicated the amount of such interest margins to Administrative Agent. Any joinder pursuant to clause The Administrative Agent and Borrowers (c) above may, with the consent of Administrative Agent, Borrower and the Lenders or Additional Lenders providing such Increase (and, for the avoidance of doubt, without the consent of any existing Lenders not providing such Increase, )) may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.17 2.18 (including any amendment necessary to effectuate the interest margins for the Revolving Loans, Term Loans or incremental term loans to be made pursuant to such Increase). Anything to the contrary contained herein notwithstanding, it is agreed (1) as of the date of the incurrence of such Increase, the Weighted Average Life to Maturity of such incremental term facility shall not be shorter than that of the original existing Term Loan (without giving effect to any prepayments thereof) and understood (2) the All-In Yield applicable to any Increase will be determined by the Borrowers and the lenders providing such Increase but in the event that the allAll-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees payable in respect of any such Increase in the form of term loans (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding reasonable and customary arrangement, structuring and underwriting fees paid or payable to the arrangers of such Increase or their affiliates) In Yield applicable to such Increase shall not be exceeds the All-In Yield of the original existing Term Loans and/or Revolving Loans, as applicable, by more than 0.50% higher than 50 basis points then in the corresponding allevent that the All-in yield (determined on the same basis) In Yield applicable to such Increase to the then outstanding Term Loan or incremental term facility exceeds the All-In Yield of the original existing Term Loans and/or Revolving Loans by more than 50 basis points (for the avoidance of doubt, including as a result of any Adjusted Term SOFR floor, Base Rate floor or, as applicable, exceeding the applicable Existing Floor), the interest rate margins for the original existing Term Loans and/or Revolving Loans existing at such time shall be increased to the extent necessary so that the All-In Yield of such original existing Term Loans and/or Revolving Loans, unless as applicable, is equal to the All-In Yield of the applicable Increase minus 50 basis points; provided, that any increase to the All-In Yield of the existing Term Loans or Revolving Loans existing at such time due solely to the Adjusted Term SOFR or Base Rate floor applicable to such Increase exceeding the applicable Existing Floor, such increase shall be effected as an increase to the Existing Floor or the interest rate margin with respect to of the then outstanding existing Term Loans is increased by an amount equal or Revolving Loans (or a combination thereof) at the option of the Borrower Agent; provided further that the provisions of this subclause (2) shall not apply to any Increase of the Term Loans made or any Increase pursuant to which any incremental term facilities are provided, in each case, after the first twelve (I12) months following the difference between the all-in yield with respect to such Increase, as applicable, and the all-in yield with respect to such existing Facility, minus (II) 0.50% per annumRestatement Effective Date.

Interest Margins. Borrower Agent shall have reached agreement with the Lenders (or Additional Lenders) agreeing to the respective Increase with respect to the interest margins applicable to Revolving Loans, Term Loans or incremental term loans to be made pursuant such Increase (which interest margins may be (A) with respect to Revolving Loans made pursuant to the increased Revolving Credit Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the Increase Effective Date, and (B) with respect to any Increase of the Term Loans or any Increase pursuant to which any incremental term facilities are provided, higher than, equal to, or lower than the interest margins applicable to the applicable Term Loan set forth in this Agreement immediately prior to the Increase Effective Date, as applicable) and shall have communicated the amount of such interest margins to Administrative Agent. Any joinder pursuant to clause The Administrative Agent and Borrowers (c) above may, with the consent of Administrative Agent, Borrower and the Lenders or Additional Lenders providing such Increase (and, for the avoidance of doubt, without the consent of any existing Lenders not providing such Increase, )) may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.17 2.18 (including any amendment necessary to effectuate the interest margins for the Revolving Loans, Term Loans or incremental term loans to be made pursuant to such Increase). Anything to the contrary contained herein notwithstanding, it is agreed (1) as of the date of the incurrence of such Increase, the Weighted Average Life to Maturity of such incremental term facility shall not be shorter than that of the original existing Term Loan (without giving effect to any prepayments thereof) and understood (2) the All-In Yield applicable to any Increase will be determined by the Borrowers and the lenders providing such Increase but in the event that the allAll-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees payable in respect of any such Increase in the form of term loans (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding reasonable and customary arrangement, structuring and underwriting fees paid or payable to the arrangers of such Increase or their affiliates) In Yield applicable to such Increase shall not be exceeds the All-In Yield of the original existing Term Loans and/or Revolving Loans, as applicable, by more than 0.50% higher than 50 basis points then in the corresponding allevent that the All-in yield (determined on the same basis) In Yield applicable to such Increase to the then outstanding Term Loan or incremental term facility exceeds the All-In Yield of the original existing Term Loans and/or Revolving Loans by more than 50 basis points (for the avoidance of doubt, including as a result of any Eurodollar Rate floor, Eurodollar Base Rate floor or, as applicable, exceeding the applicable Existing Floor), the interest rate margins for the original existing Term Loans and/or Revolving Loans existing at such time shall be increased to the extent necessary so that the All-In Yield of such original existing Term Loans and/or Revolving Loans, unless as applicable, is equal to the All-In Yield of the applicable Increase minus 50 basis points; provided, that any increase to the All-In Yield of the existing Term Loans or Revolving Loans existing at such time due solely to the Eurodollar Base Rate or Base Rate floor applicable to such Increase exceeding the applicable Existing Floor, such increase shall be effected as an increase to the Existing Floor or the interest rate margin with respect to of the then outstanding existing Term Loans is increased by an amount equal or Revolving Loans (or a combination thereof) at the option of the Borrower Agent; provided further that the provisions of this subclause (2) shall not apply to any Increase of the Term Loans made or any Increase pursuant to which any incremental term facilities are provided, in each case, after the first twelve (I12) months following the difference between the all-in yield with respect to such Increase, as applicable, and the all-in yield with respect to such existing Facility, minus (II) 0.50% per annumRestatement Effective Date.

Interest Margins. Borrower shall have reached agreement As used herein, the term "Applicable Prime Rate Margin," as applied to any Loan that is a Prime Rate Loan, and the term "Applicable Eurodollar Margin," as applied to any Loan that is a Eurodollar Loan, means the particular rate per annum determined by the Administrative Agent in accordance with the Lenders Pricing Grid Table that appears below, based on the Borrower's ratio of Consolidated Total Debt to Consolidated EBITDA and such Pricing Grid Table, and the following provisions: (i) Initially, until changed hereunder in accordance with the following provisions, the Applicable Prime Rate Margin will be zero basis points per annum and the Applicable Eurodollar Margin for General Revolving Loans will be 140 basis points per annum. (ii) Commencing with the fiscal quarter of the Borrower ended on or Additional Lendersnearest to September 30, 2003, and continuing with each fiscal quarter thereafter, the Administrative Agent will determine the Applicable Prime Rate Margin for any Prime Rate Loan and the Applicable Eurodollar Margin for any Eurodollar Loan or Eurodollar Market Index Rate Loan in accordance with the Pricing Grid Table, based on the Borrower's ratio of (x) agreeing Consolidated Total Debt as of the end of the fiscal quarter, to (y) Consolidated EBITDA for the Testing Period ended on the last day of the fiscal quarter, and identified in such Pricing Grid Table. Changes in the Applicable Prime Rate Margin and the Applicable Eurodollar Margin based upon changes in such ratio shall become effective on the first day of the month following the receipt by the Administrative Agent pursuant to section 9.1(a) or (b) of the financial statements of the Borrower, accompanied by the certificate and calculations referred to in section 9.1(c), demonstrating the computation of such ratio, based upon the ratio in effect at the end of the applicable period covered (in whole or in part) by such financial statements. (iii) Notwithstanding the above provisions, during any period when (A) the Borrower has failed to timely deliver its consolidated financial statements referred to in section 9.1(a) or (b), accompanied by the certificate and calculations referred to in section 9.1(c), or (B) an Event of Default has occurred and is continuing, the Applicable Prime Rate Margin and the Applicable Eurodollar Margin shall each be the highest rate per annum indicated therefor in the Pricing Grid Table, regardless of the Borrower's ratio of Consolidated Total Debt to Consolidated EBITDA at such time. (iv) Any changes in the Applicable Prime Rate Margin or the Applicable Eurodollar Margin shall be determined by the Administrative Agent in accordance with the above provisions and the Administrative Agent will promptly provide notice of such determinations to the respective Increase with respect to the interest margins applicable to Term Loans or incremental term loans to be made pursuant such Increase (which interest margins may be with respect to any Increase of the Term Loans or any Increase pursuant to which any incremental term facilities are provided, higher than, equal to, or lower than the interest margins applicable to the applicable Term Loan set forth in this Agreement immediately prior to the Increase Effective Date, as applicable) and shall have communicated the amount of such interest margins to Administrative Agent. Any joinder pursuant to clause (c) above may, with the consent of Administrative Agent, Borrower and the Lenders or Additional Lenders providing Lenders. Any such Increase, effect such amendments determination by the Administrative Agent pursuant to this Agreement section 2.8(h) shall be conclusive and the other Loan Documents as may be necessary binding absent manifest error. PRICING GRID TABLE (expressed in basis points) -------------------------------------------------------------------------------- Ratio of Consolidated Total Debt Applicable Applicable To Eurodollar Applicable Prime Facility Fee Consolidated EBITDA Margin Rate Margin Rate -------------------------------------------------------------------------------- **** 2.50 to 1.00 140.00 -0- 35.00 -------------------------------------------------------------------------------- **** 2.00 to 1.00 and * 2.50 to 1.00 120.00 -0- 30.00 -------------------------------------------------------------------------------- **** 1.50 to 1.00 and * 2.00 to 1.00 100.00 -0- 25.00 -------------------------------------------------------------------------------- * 1.50 to 1.00 80.00 -0- 20.00 -------------------------------------------------------------------------------- **** means Greater than or appropriate to effectuate the provisions of this Section 2.17 (including any amendment necessary to effectuate the interest margins for the Term Loans or incremental term loans to be made pursuant to such Increase). Anything to the contrary contained herein notwithstanding, it is agreed and understood that the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees payable in respect of any such Increase in the form of term loans (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding reasonable and customary arrangement, structuring and underwriting fees paid or payable to the arrangers of such Increase or their affiliates) applicable to such Increase shall not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the then outstanding Term Loans, unless the interest rate margin with respect to the then outstanding Term Loans is increased by an amount equal to (I) the difference between the all-in yield with respect to such Increase, as applicable, and the all-in yield with respect to such existing Facility, minus (II) 0.50% per annum.* means lesss than

Interest Margins. Borrower shall have reached agreement with the Lenders (or Additional Lenders) agreeing to the respective Increase with respect to the interest margins applicable to Revolving Loans, Term Loans or incremental term loans to be made pursuant such Increase (which interest margins may be (A) with respect to Revolving Loans made pursuant to the increased Revolving Credit Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the Increase Effective Date, and (B) with respect to any Increase of the Term Loans or any Increase pursuant to which any incremental term facilities are provided, higher than, equal to, or lower than the interest margins applicable to the applicable Term Loan set forth in this Agreement immediately prior to the Increase Effective Date, as applicable) and shall have communicated the amount of such interest margins to Administrative Agent. Any joinder pursuant to clause (c) above may, with the consent of Administrative Agent, Borrower and the Lenders or Additional Lenders providing such Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.17 (including any amendment necessary to effectuate the interest margins for the Revolving Loans, Term Loans or incremental term loans to be made pursuant to such Increase). Anything to the contrary contained herein notwithstanding, (1) if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolving Credit Commitments is higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase Effective Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Effective Date shall be increased by the amount of the Excess, effective on the applicable Increase Effective Date, and without the necessity of any action by any party hereto, and (2) it is agreed and understood that the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees payable in respect of any such Increase in the form of term loans (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding reasonable and customary arrangement, structuring and underwriting fees paid or payable to the arrangers of such Increase or their affiliates) applicable to such Increase shall not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the then outstanding Term Loans, unless the interest rate margin with respect to the then outstanding Term Loans is increased by an amount equal to (I) the difference between the all-in yield with respect to such Increase, as applicable, and the all-in yield with respect to such existing Facility, minus (II) 0.50% per annum.

Interest Margins. Borrower Agent shall have reached agreement with the Lenders (or Additional Lenders) agreeing to the respective Increase with respect to the interest margins applicable to Revolving Loans, Term Loans or incremental term loans to be made pursuant such Increase (which interest margins may be (A) with respect to Revolving Loans made pursuant to the increased Revolving Credit Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the Increase Effective Date, and (B) with respect to any Increase of the Term Loans or any Increase pursuant to which any incremental term facilities are provided, higher than, equal to, or lower than the interest margins applicable to the applicable Term Loan set forth in this Agreement immediately prior to the Increase Effective Date, as applicable) and shall have communicated the amount of such interest margins to Administrative Agent. Any joinder pursuant to clause The Administrative Agent and Borrowers (c) above may, with the consent of Administrative Agent, Borrower and the Lenders or Additional Lenders providing such Increase (and, for the avoidance of doubt, without the consent of any existing Lenders not providing such Increase, )) may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.17 2.18 (including any amendment necessary to effectuate the interest margins for the Revolving Loans, Term Loans or incremental term loans to be made pursuant to such Increase). Anything to the contrary contained herein notwithstanding, it is agreed (1) as of the date of the incurrence of such Increase, the Weighted Average Life to Maturity of such incremental term facility shall not be shorter than that of the original existing Term Loan (without giving effect to any prepayments thereof) and understood (2) the All-In Yield applicable to any Increase will be determined by the Borrowers and the lenders providing such Increase but in the event that the allAll-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees payable in respect of any such Increase in the form of term loans (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding reasonable and customary arrangement, structuring and underwriting fees paid or payable to the arrangers of such Increase or their affiliates) In Yield applicable to such Increase shall not be exceeds the All-In Yield of the original existing Term Loans and/or Revolving Loans, as applicable, by more than 0.50% higher than 50 basis points then in the corresponding allevent that the All-in yield (determined on the same basis) In Yield applicable to such Increase to the then outstanding Term Loan or incremental term facility exceeds the All-In Yield of the original existing Term Loans and/or Revolving Loans by more than 50 basis points (for the avoidance of doubt, including as a result of any Eurodollar Rate floor, Eurodollar Base Rate floor or, as applicable, exceeding the applicable Existing Floor), the interest rate margins for the original existing Term Loans and/or Revolving Loans existing at such time shall be increased to the extent necessary so that the All-In Yield of such original existing Term Loans and/or Revolving Loans, unless as applicable, is equal to the All-In Yield of the applicable Increase minus 50 basis points; provided, that any increase to the All-In Yield of the existing Term Loans or Revolving Loans existing at such time due solely to the Eurodollar Base Rate or Base Rate floor applicable to such Increase exceeding the applicable Existing Floor, such increase shall be effected as an increase to the Existing Floor or the interest rate margin with respect to of the then outstanding existing Term Loans is increased by an amount equal or Revolving Loans (or a combination thereof) at the option of the Borrower Agent; provided further that the provisions of this subclause (2) shall not apply to any Increase of the Term Loans made or any Increase pursuant to which any incremental term facilities are provided, in each case, after the first twelve (I12) months following the difference between the all-in yield with respect to such Increase, as applicable, and the all-in yield with respect to such existing Facility, minus (II) 0.50% per annumClosing Date.

Interest Margins. Borrower Agent shall have reached agreement with the Lenders (or Additional Lenders) agreeing to the respective Increase with respect to the interest margins applicable to Revolving Loans, Term Loans or incremental term loans to be made pursuant such Increase (which interest margins may be (A) with respect to Revolving Loans made pursuant to the increased Revolving Credit Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the Increase Effective Date, and (B) with respect to any Increase of the Term Loans or any Increase pursuant to which any incremental term facilities are provided, higher than, equal to, or lower than the interest margins applicable to the applicable Term Loan set forth in this Agreement immediately prior to the Increase Effective Date, as applicable) and shall have communicated the amount of such interest margins to Administrative Agent. Any joinder pursuant to clause The Administrative Agent and Borrowers (c) above may, with the consent of Administrative Agent, Borrower and the Lenders or Additional Lenders providing such Increase, ) may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.17 2.18 (including any amendment necessary to effectuate the interest margins for the Revolving Loans, Term Loans or incremental term loans to be made pursuant to such Increase). Anything to the contrary contained herein notwithstanding, it is agreed (1) as of the date of the incurrence of such Increase, the Weighted Average Life to Maturity of such incremental term facility shall not be shorter than that of the original existing Term Loan (without giving effect to any prepayments thereof) and understood (2) the All-In Yield applicable to any Increase will be determined by the Borrowers and the lenders providing such Increase but in the event that the allAll-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees payable in respect of any such Increase in the form of term loans (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding reasonable and customary arrangement, structuring and underwriting fees paid or payable to the arrangers of such Increase or their affiliates) In Yield applicable to such Increase shall not be exceeds the All-In Yield of the original existing Term Loans and/or Revolving Loans, as applicable, by more than 0.50% higher than 50 basis points then, (x) to the corresponding all-in yield (determined on extent the same basis) Eurodollar Base Rate or Base Rate floor applicable to such Increase exceeds the then outstanding applicable Existing Floor and an increase in the applicable Existing Floor would cause an increase in the Eurodollar Base Rate or the Alternate Base Rate, the affected Existing Floor or Existing Floors shall be increased to the extent necessary so that the All-In Yield of such Term Loans and/or Revolving Loans, unless the interest rate margin with respect as applicable, is equal to the then outstanding Term Loans is All-In Yield of the applicable Increase minus 50 basis points, provided that no Existing Floor shall be increased by an amount equal to (I) greater than the difference between the all-in yield with respect Eurodollar Base Rate or Base Rate floor applicable to such IncreaseIncrease and the corresponding Existing Floor and (y) in the event that the All-In Yield applicable to such Increase to the Term Loan or incremental term facility exceeds the All-In Yield of the original existing Term Loans and/or Revolving Loans by more than 50 basis points after giving effect to the immediately preceding clause (x), the interest rate margins for the original existing Term Loans and/or Revolving Loans existing at such time shall be increased to the extent necessary so that the All-In Yield of such original existing Term Loans and/or Revolving Loans, as applicable, and is equal to the allAll-In Yield of the applicable Increase minus 50 basis points; provided, that the provisions of this subclause (2) shall not apply to any Increase of the Term Loans made or any Increase pursuant to which any incremental term facilities are provided, in yield with respect to such existing Facilityeach case, minus after the first eighteen (II18) 0.50% per annummonths following the Closing Date.