Margin Adjustment Sample Clauses

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 ▇▇▇▇▇'▇ 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. 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. (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. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1, 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 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 Borrowers shall fail timely to deliver such financial statements or the Covenant Compliance Report 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 Margins and Applicable Fee Percentages shall be at the highest level on the Pricing Matrix attached to this Agreement as Schedule 1.1. (b) From the Effective Date until the required date of delivery (or, if earlier, delivery) of the financial statements under Section 7.1(a) or 7.1(b) hereof, as applicable, and the Covenant Compliance Report under Section 7.2(a) hereof, for the fiscal quarter ending December 31, 2007, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level II column of the pricing matrix attached to this Agreement as Schedule 1.1.

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 ▇▇▇▇▇'▇ 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. LD857960/50 (h) Any adjustment pursuant to paragra...

Margin Adjustment. (a) Subject to clause 8.2 and clauses 8.6(b) to (d) (inclusive), if at any time on or after 30 September 2003 any Quarterly Accounts delivered during the four most recently preceding Accounting Quarters show that, as at the Testing Date for that Accounting Quarter, the ratio of -51- Target Total Net Debt to Target Adjusted EBITDA is less than 2.50:1.00 then the Margin applicable to the Term A Facility shall be reduced to the rate per annum set out in the second column of the table below, and the Margin applicable to the Revolving Facility shall be reduced to the rate per annum set out in the third column of the table below depending on the ratio actually achieved as specified in column 1 of the table below. (3) SENIOR DEBT TO EBITDA TERM A FACILITY REVOLVING FACILITY MARGIN MARGIN (%) (%) Less than 2.50:1.00 but more than or 2.00 2.00 equal to 2.00:1.00 00 1.75 1. 75 (b) Any reduction in the Margin under clause 8.6(a) shall take effect on the first day of the first Interest Period occurring after the date on which the Facility Agent has received the Quarterly Accounts for the Accounting Quarter ending on the last day of the 12 months period referred to in clause 8.6(a) (together with the corresponding Compliance Certificates) until (but excluding) the date (a "READJUSTMENT DATE") which is the earlier of: (i) the date on which the Facility Agent receives the Quarterly Accounts for the immediately following Accounting Quarter (together with the corresponding Compliance Certificate); and (ii) the latest date by which the Facility Agent should have received the Quarterly Accounts referred to in clause 8.6(b)(i) under clause 20.10(c)(ii) (FSHC Financial statements) and under clause 20.10(d)(ii) (PHFL Financial Statements). and, on each Readjustment Date, the Margin applicable to the Term A Facility and the Margin applicable to the Revolving Facility shall return to 2.25 per cent. per annum, unless a lower Margin is applicable under this clause 8.6. (c) The Margin applicable to the Term A Facility and the Margin applicable to the Revolving Facility shall not, on any one occasion for that reduction in accordance with clauses 8.6(a) and (b), be reduced by more than 0.25 per cent. per annum. (d) No decrease in the Margin shall take effect if an Event of Default is outstanding. If an Event of Default occurs, the Margin applicable to the Term A Facility and the Margin applicable to the Revolving Facility shall immediately return to (if it is not already) 2.25 per cen...

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. If the Compliance Certificate received by the Agent which relates to the relevant Annual Financial Statements in relation to a Relevant Measurement Period shows that a higher or lower Margin should have applied, then the relevant Borrower shall promptly pay to the Agent any amounts, or the Agent shall adjust future payments of interest by amounts (as applicable, in each case necessary to put the Agent and the Lenders and the relevant Borrower in the position they would have been in had the appropriate rate of the Margin applied during such period). Any reduction in interest under this Clause 10.5 will only apply in relation to interest payable to each Lender that, on the date on which such reduced payment is made, retains its participation in the Loans made to the relevant Borrower in respect of which the lower Margin should have applied.