Margin Adjustment Sample Clauses

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1(11), shall be implemented on a quarterly basis as follows: (1) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant Compliance Report under Section 7.2(a) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. In the event the Borrower shall fail timely to deliver such financial statements or the Covenant Compliance Report and such failure continues for three (3) Business Days, then (but without affecting any Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1(11). (2) Notwithstanding the foregoing, however, if, prior to the payment and discharge in full (in cash) of the Indebtedness (other than indemnification obligations for which no claim has been asserted) and the termination of any and all commitments hereunder, as a result of any restatement of or adjustment to the financial statements of the Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by the Borrower as of any applicable date of determination were inaccurate in any respect and a proper calculation thereof would have resulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, the Borrower shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, 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 and, if the current fiscal period is affected thereby, the Applicable Margin and/or the Applicable Fee Percentages for the current period shall be adjusted based on such recalculation; and (y) if ...

Margin Adjustment. Adjustments to the Applicable Margin, the Applicable Facility Fee Percentage and the Applicable Letter of Credit Percentage, based on Schedule 10.7, shall be implemented on a quarterly basis as follows: (a) Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, the Applicable Facility Fee Percentage and the Applicable Letter of Credit Percentage, upon the date of delivery of the financial statements under Sections 6.1(a) and 6.1(b) hereunder and the Certificate of Compliance under Section 6.1(e) hereof, in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back. If Borrower shall fail timely to deliver such financial statements or the Certificate of Compliance and such failure continues for three (3) days, then (but without affecting the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margin, the Applicable Facility Fee Percentage and Applicable Letter of Credit Percentage shall be at the highest level on the pricing grid attached to this Agreement as Schedule 10.7. (b) From the date hereof until the required date of delivery (or, if earlier, delivery) of the financial statements under Section 6.1(a) or 6.1(b) hereof, as applicable, and the Certificate of Compliance under Section 6.1(e) hereof, for the fiscal quarter ending August 2, 2008, the Applicable Margin, the Applicable Facility Fee Percentage and Applicable Fee Percentage shall be those set forth under the Level I column of the pricing matrix attached to this Agreement as Schedule 10.7. Thereafter, the Applicable Margin, the Applicable Facility Fee Percentage and Applicable Fee Percentage shall be based upon the quarterly financial statements and Certificate of Compliance, subject to recalculation as provided in Section 10.7(a) above.

Margin Adjustment. (a) Subject to the terms of this Clause 9.5, the Margin shall be the rate specified in relation to each Facility in Clause 1.1 (Definitions). (b) Following the date falling 6 Months after the date of this Agreement, the Margin applicable to each Facility will be adjusted in accordance with paragraphs (c), (d), (e), (f), (g) and (h) below to the percentage rate per annum specified in Column 1, Column 2, Column 3 or Column 4 respectively as set out below opposite the long term credit rating assigned to the Parent by Xxxxx'x Investors' Services, Inc. ("Moody's") and Standard & Poor's Corporation ("S&P") specified in Column 5 below (or in the case of a split rating where Clause 9.5(c) below applies): Column 1 Margin Facility A (%) Column 2 Margin Facility B (%) Column 3 Margin Facility C (%) Column 4 Margin Facility D (%) Column 5 Credit Rating (Moody's/S&P) (c) If at any time after the date falling 6 Months after the date of this Agreement, the long term credit rating assigned to the Parent by Moody's and S&P is split, the Margin shall be calculated on the lower of the two ratings unless the difference is greater than one notch, in which case the Margin shall be calculated on the rating one notch above the lower of the two ratings. (d) During the period commencing on the date of this Agreement and ending on the date falling 6 Months after the date of this Agreement, the Margin shall be the rate specified in relation to each Facility in paragraphs (a), (b), (c) and (d) of the definition of Margin in Clause 1.1 (Definitions). (e) If at any time following the date falling 6 Months after the date of this Agreement: (i) there is a long-term credit rating assigned to the Parent and the applicable credit rating does not appear in the table in paragraph (b) above; or (ii) the Parent ceases to be rated by Moody's and S&P, then the Margin will be the rate specified in relation to each Facility in paragraphs (w), (x), (y) and (z) of the definition of Margin in Clause 1.1 (Definitions). (f) During any period after the date falling 6 Months after the date of this Agreement in which there is only one long term credit rating assigned to the Parent, the Margin shall be calculated on the basis of that credit rating. (g) Any adjustment pursuant to paragraphs (b,) (c), (d), (e) or (f) above shall not apply to any Term Loan then outstanding until the date which is the first day of the next Interest Period (if any) for that Loan. (h) Any adjustment pursuant to paragraphs (b,) (c)...

Margin Adjustment. (a) Subject to the terms of this Clause 10.5, the Margin shall be the rate specified in relation to the Facility in Clause 1.1 (Definitions). (b) Following the date falling 6 Months after the date of this Agreement, the Margin applicable to the Facility will be adjusted in accordance with paragraphs (c), (d), (e), (f) and (g) below to the percentage rate per annum specified in Column 1 as set out below opposite the long term credit rating assigned to the Parent by Xxxxx'x Investors' Services, Inc. ("Moody's") and Standard & Poor's Corporation ("S&P") specified in Column 2 below (or in the case of a split rating where Clause 10.5(c) below applies):

Margin Adjustment. (a) If: (i) no Default is continuing; (ii) a period of at least 12 Months has expired since the Closing Date; and (iii) Leverage in respect of the most recently completed Relevant Period (as evidenced by the last Compliance Certificate) is within the range set out below, then the Margin for each Revolving Facility Loan will be the percentage per annum set out below in the column opposite that range: Greater than 2.5:1 2.75 Less than or equal to 2.5:1, but greater than 2.0:1 2.50 Less than or equal to 2.0:1, but greater than 1.5:1 2.00 Less than or equal to 1.5:1 but greater than 1.0:1 1.75 Less than or equal to 1.0:1 1.50 (i) Any increase or decrease in the Margin shall take effect on the date which is the first day of the Interest Period for each Revolving Facility Loan. (ii) If, following receipt by the Agent of the Annual Financial Statements of the Group and related Compliance Certificate, those statements and Compliance Certificate do not confirm the basis for a reduced Margin, then the provisions of clause 13.2 (Payment of interest) shall apply and the Margin for each Revolving Facility Loan shall be the percentage per annum determined in accordance with clause 15.1(a) and the revised ratio of Leverage calculated using the figures in the Compliance Certificate and the Company shall (or shall ensure the relevant Borrower shall) promptly pay to the Agent any amounts necessary to put the Lenders in the position they would have been in had the reduced Margin not have been applied during such period. (iii) While a Default is continuing unremedied and unwaived, the Margin for each Revolving Facility Loan shall be the highest percentage per annum set out in clause 15.1(a) for a Revolving Facility Loan.

Margin Adjustment. (a) Save as provided in this Clause 9.7, the Margin in relation to each Advance shall be the rate applicable to that Advance as specified in the definition of Margin contained in Clause 1.1 (Definitions). (b) In the event that the consolidated financial statements for an Accounting Quarter of the Group last received by the Agent pursuant to Clause 22.8(d)(ii) (Financial Statements) together with the certificate relating thereto delivered pursuant to Clause 22.8(e)(i) (Financial Covenant Compliance Certificates/Management Meetings) disclose the Net Leverage Ratio as at and for the four consecutive Accounting Quarters ending on the last day of the relevant Accounting Quarter at a level which, in accordance with the table set out below, indicates a reduced Margin then the Margin shall be a percentage per annum determined as follows: Greater than or equal to 4.5:1 2.25 % 2.75 % 2.625 % Greater than or equal to 4:1 but less than 4.5:1 2.00 % 2.75 % 2.625 % Greater than or equal to 3.5:1 but less than 4:1 1.75 % 2.25 % 2.25 % Greater than or equal to 2.5:1 but less than 3.5:1 1.50 % 2.25 % 2.25 % Less than 2.5:1 1.25 % 2.25 % 2.25 % provided that: (i) there shall be no reduction in the Margin prior to receipt by the Agent of the quarterly consolidated financial statements of the Group for the first two complete Accounting Quarters falling after the Pxxxxxx Effective Date; (ii) any change in the Margin shall take effect during (but only during) the period from (and including) the date on which the Agent has received the relevant financial statements for an Accounting Quarter of the Group in accordance with Clause 22.8(d)(ii) (Financial Statements) and the certificate relating thereto in accordance with Clause 22.8(e)(i) (Financial Covenant Compliance Certificates/Management Meetings) until (but excluding) the date (a “Readjustment Date”) being the earlier of: (A) the latest of the date on which the Agent next receives financial statements for an Accounting Quarter pursuant to Clause 22.8(d)(ii) (Financial Statements) and the date on which the Agent receives the certificate relating thereto pursuant to Clause 22.8(e)(i) (Financial Covenant Compliance Certificates/ Management Meetings); and (B) the latest date by which the Agent should have received the financial statements for an Accounting Quarter and certificate relating thereto referred to in sub paragraph (A) above; (iii) on each Readjustment Date, the Margin shall revert to its original level at the Pxxxxxx E...

Margin Adjustment. (a) Subject to the terms of this Clause 8.6, the Margin in relation to each Advance shall be the rate specified for the Facility in Clause 1.1 (Definitions). (b) Subject to paragraphs (c) to (f), if the ratio of Total Net Rental Income to Finance Costs for: (i) each of the previous three consecutive months as set out in the relevant Drawdown Reports was greater than 1.75:1; and (ii) each of the next three consecutive months is projected by the Parent (based on calculations and certifications of the Parent in form and substance satisfactory to the Facility Agent acting reasonably) to be greater than 1.75:1, the Margin shall be 1.50 per cent. per annum. (c) The Margin specified in paragraph (b) shall not apply before the Facility Agent receives the Drawdown Reports, calculations and certifications referred to in that paragraph. (d) Subject to paragraph (c) the Margin specified in paragraph (b) shall apply with effect from the next Interest Payment Date following the date of delivery of the most recent Drawdown Report referred to in paragraph (b)(i). (e) If at any time the ratio of Total Net Rental Income to Finance Costs for either: (i) each of the previous three consecutive months; or (ii) any three out of each of the previous six consecutive months, as set out in the relevant Drawdown Reports was equal to or less than 1.75:1, the Margin shall, with effect from the next Interest Payment Date following the date of delivery of the most recent relevant Drawdown Report, revert to the ratio specified in Clause 1.1 (Definitions) unless and until the conditions specified in paragraph (b) are satisfied. (f) If an Event of Default occurs and while it is continuing the Margin shall immediately revert to the rate specified in Clause 1.1 (Definitions) until no Event of Default is continuing, in which case the Margin shall then be determined in accordance with paragraph (b).

Margin Adjustment. Spansion and Fujitsu agree to work in good faith to reduce the distribution margin as reflected in Sections 12.3 and 12.4 from **** to **** according to a schedule to be agreed upon by Spansion and Fujitsu, targeted to achieve such reduction in ****. The Parties understand and agree, however, that (a) such a reduction will not be possible unless Fujitsu’s Product sales in **** are at least ****, and (b) achievement of the **** sales level will not necessarily result in such a reduction.

Margin Adjustment. Adjustments to the Applicable Margins and the Applicable Fee Percentages set forth on Schedule 1.1 shall be calculated by Administrative Agent and based on the Borrowing Base Utilization in effect from time to time. Each change in the Applicable Margins and the Applicable Fee Percentages (based on the Borrowing Base Utilization) 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 change; provided, however, that if at any time Borrower fails to deliver a Reserve Report within five (5) days of the date required to be delivered pursuant to Section 7.15, and for each day during the period from and including such date to but excluding the date on which such Reserve Report is delivered, the Applicable Margins and Applicable Fee Percentages shall be at the highest level on the Applicable Margin Grid.

Margin Adjustment. Any reduction or increase in the Margin during the Term of a Loan shall be determined on the Business Day immediately following receipt by the Agent of a notice referred to in Clause 21.17 (Rating change) from the Company (or any equivalent notice from a Finance Party) and shall take effect from the date on which the relevant change in long term credit rating assigned to the Company by S&P, Xxxxx’x or any other rating agency approved for this purpose by the Majority Banks (as the case may be) was first published.