Common use of Margin Adjustment Clause in Contracts

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), (d), (e) or (f) above shall not apply to the Margin with respect to any Facility C Loan then outstanding but shall only apply to Facility C Loans, the Utilisation Date of which is on or after: (i) the date of confirmation by either Moody's or S&P, whichever is the later, in the case of any increase to the long term credit rating of the Parent; or (ii) the date of announcement by either Moody's or S&P, whichever is the earlier, in the case of any decrease in the long term credit rating of the Parent. (i) Promptly after becoming aware of the same, the Parent shall inform the Facility Agent in writing if any of the circumstances contemplated by paragraphs (b,) (c), (d), (e) or (f) above arise.

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.. LD857960/50 (h) Any adjustment pursuant to paragraphs (b,) (c), (d), (e) or (f) above shall not apply to the Margin with respect to any Facility C Loan then outstanding but shall only apply to Facility C Loans, the Utilisation Date of which is on or after: (i) the date of confirmation by either Moody's or S&P, whichever is the later, in the case of any increase to the long term credit rating of the Parent; or (ii) the date of announcement by either Moody's or S&P, whichever is the earlier, in the case of any decrease in the long term credit rating of the Parent. (i) Promptly after becoming aware of the same, the Parent shall inform the Facility Agent in writing if any of the circumstances contemplated by paragraphs (b,) (c), (d), (e) or (f) above arise.

Margin Adjustment. (a) Subject to the terms following provisions of this Clause 9.59.3, the Margin shall be the rate specified Applicable Margin, in relation to each Facility respect of Tranche A and in Clause 1.1 (Definitions)respect of Tranche B is 2.75 per cent. per annum. (b) Following the date falling 6 Months after the date The Applicable Margin (expressed as a percentage per annum) in respect of this Agreement, the Margin applicable to each Facility Tranche A Loans only will be adjusted from time to time in accordance with paragraphs (c), (d), (e), (f), (g) this Clause 9.3 and (h) below shall be equal to the percentage rate per annum specified in Column 1, Column 2, Column 3 or Column 4 respectively as the table below set out below opposite the long term unsecured credit ratings assigned by both (but not one of) S&P and Moody's to the Company, as follows: RATINGS S&P RATINGS MOODY'S TRANCHE A MARGIN (% P.A.) B+ or lower B 1 or lower 2.75% BB- Ba 3 2.00% BB Ba 2 1.75% BB+ Ba 1 1.50% BBB- Baa 3 1.25% BBB or higher Baa 2 or higher 1.00% (c) If the long term unsecured credit rating assigned to the Parent Company by Xxxxx'x Investors' Servicesone of Moody's or S&P is lower than the long term unsecured credit rating xf the other so assigned, Inc. then the Applicable Margin will be determined on the basis of the lower rating. ("d) Notwithstanding any other provision in this Clause 9.3, no reduction to the Applicable Margin in respect of Tranche A shall be available before the date falling six months from the first Drawdown Date. (e) Any adjustment to the Applicable Margin (whether upwards or downwards) in accordance with this Clause 9.3 will take effect immediately upon the later date of official confirmation by S&P and Moody's") and Standard & Poor's Corporation ("S&P") specified in Column 5 below (or in the case of a split ratings upgrade) or the date of pubxxxxxxxn by S&P and Moody's (in the case of a ratings downgrade), in each case of xxx xxlevant change to the long term unsecured credit 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)assigned by them to the Company. (cf) If at any time either Moody's or S&P (the WITHDRAWING RATING AGENCY) for any reason xx xxx, or cease to, assign a long term unsecured credit rating (CREDIT RATING) to the Company by, the Company shall within 15 calendar days of the date on which the credit rating ceases to be assigned (the NON RATING DATE), appoint Fitch, or with the agreement of the Facility Agent acting on the instructions of the Majority Lenders, acting reasonably, another rating agency (each a REPLACEMENT RATING AGENCY). The Facility Agent shall, in consultation with the Company, select the applicable equivalent ratings grid of such replacement rating agency for the purposes of paragraph (b) above which shall, with the prior consent of the Majority Lenders, be binding on all Parties. The replacement rating agency shall assign a credit rating to the Company within 90 calendar days. If (i) the Company fails to appoint a replacement rating agency within 15 calendar days of the non rating date, or (ii) if appointed, the replacement rating agency fails to assign a credit rating to the Company within 90 calendar days of the non rating date, the Applicable Margin in respect of Tranche A shall be 2.75 per cent. per annum. On and after the date falling 6 Months after non rating date, the then Applicable Margin shall continue until the date of this Agreement, official confirmation by the long term replacement rating agency (in the case of a ratings upgrade) or the date of publication by the replacement rating agency (in the case of a ratings downgrade) (the ADJUSTMENT DATE). If the credit rating assigned to the Parent Company by Moody's and S&P the replacement rating agency is splitlower than the last credit rating assigned by the withdrawing rating agency, the Company shall pay to the Facility Agent forthwith on demand the sum determined by the Facility Agent to be the difference between the then Applicable Margin shall be calculated on the lower for (g) Promptly upon becoming aware 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 Agreementsame, the Margin Company shall be notify the rate specified Facility Agent in relation to each Facility writing if any change 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-long term unsecured 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 it by Moody's and S&P, then and/or S&P occurs or the Margin will be the rate specified circumstances contemplated 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,) xxxxxraphs (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), (d), (e) or (f) above shall not apply to the Margin with respect to any Facility C Loan then outstanding but shall only apply to Facility C Loans, the Utilisation Date of which is on or after: (i) the date of confirmation by either Moody's or S&P, whichever is the later, in the case of any increase to the long term credit rating of the Parent; or (ii) the date of announcement by either Moody's or S&P, whichever is the earlier, in the case of any decrease in the long term credit rating of the Parent. (i) Promptly after becoming aware of the same, the Parent shall inform the Facility Agent in writing if any of the circumstances contemplated by paragraphs (b,) (c), (d), (e) or (f) above arise.

Margin Adjustment. (a) Subject to clauses 8.6(b) and (c), if at any time after the terms first anniversary of this Clause 9.5the Completion Date the Quarterly Accounts drawn up as at the most recent Testing Date show that, for the four Accounting Quarters ended on such Testing Date, the ratio of Total Net Debt to EBITDA is less than one of the ratios in the first column of the table set out below, then the Margin applicable to a Facility specified in that table shall be reduced to the rate specified per annum for that Facility which is set out in relation to each Facility in Clause 1.1 (Definitions)that table opposite the highest ratio which is exceeded. (b) Following Any change in the Margin under clause 8.6 (a) shall take effect during (but only during) the period from (and including) the date falling 6 Months after on which the date of this Agreement, Facility Agent has received the Margin applicable Quarterly Accounts as at the Testing Date referred to each Facility will be adjusted in clause 8.6(a) (together with the corresponding compliance certificates in accordance with paragraphs clause 20.10(d) (cCompliance Certificates), ) until (d), but excluding) the date (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. (a "Moody'sReadjustment Date") 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), (d), (e) or (f) above shall not apply to the Margin with respect to any Facility C Loan then outstanding but shall only apply to Facility C Loans, the Utilisation Date of which is on or afterearlier of: (i) the date of confirmation by either Moody's or S&P, whichever is on which the later, Facility Agent receives the Quarterly Accounts for the immediately following Accounting Quarter (together with the corresponding compliance certificate in the case of any increase to the long term credit rating of the Parentaccordance with clause 20.10(d) (Compliance Certificates and Borrowing Base Certificates)); orand (ii) the latest date of announcement by either Moody's which the Facility Agent should have received the Quarterly Accounts referred to in clause 8.6(b)(i) under clause 20.10(c)(ii) (Financial Statements), and, on each Readjustment Date, the Margin applicable to the Facilities referred to in clause 8.6(a) shall return to 2.25 per cent. per annum (or S&P, whichever is the earlier, 2.75 per cent. per annum in the case of any the Term B Facility), unless a lower Margin is applicable under this clause 8.6. (c) No decrease in the long term credit rating Margin shall take effect if an Event of Default is outstanding. If an Event of Default occurs and is continuing unremedied or unwaived, the Margin applicable to the Facilities referred to in clause 8.6(a) shall immediately return to (if it is not already) 2.25 per cent. per annum (or 2.75 per cent. per annum in the case of the ParentTerm B Facility), until the time when no Event of Default is outstanding, (when the Margin applicable to those Facilities will again be determined in accordance with this clause 8.6). (d) If: (i) Promptly after becoming aware of (A) the sameMargin is decreased in accordance with this clause 8.6 by reference to the Quarterly Accounts; or (B) the Quarterly Accounts indicate that no increase in the Margin is required; and (ii) subsequent Annual Accounts show that the Margin should have been higher than the level shown by those Quarterly Accounts, The relevant Borrowers shall, promptly following demand by the Parent shall inform Facility Agent, pay to the Facility Agent in writing if any for the account of the circumstances contemplated relevant Lenders the additional amount which would have been payable by paragraphs (b,the relevant Borrowers if the Margin had been increased to the correct level during the relevant periods as shown by the relevant Annual Accounts. The Facility Agent's determination of any adjustments payable under this clause 8.6(e) (c)shall, (d)except in the case of manifest error, (e) or (f) above arisebe conclusive.

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 Xxxxx’x Investors' ’ Services, Inc. ("“Moody's"’s”) and Standard & Poor's ’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'sMoody’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 ’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 ’s and S&P, then the Margin will be the rate specified in relation to each Facility in paragraphs (w), (x), (y) and (zand(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.. LD857960/38 (h) Any adjustment pursuant to paragraphs (b,) (c), (d), (e) or (f) above shall not apply to the Margin with respect to any Facility C Loan then outstanding but shall only apply to Facility C Loans, the Utilisation Date of which is on or after: (i) the date of confirmation by either Moody's ’s or S&P, whichever is the later, in the case of any increase to the long term credit rating of the Parent; or (ii) the date of announcement by either Moody's ’s or S&P, whichever is the earlier, in the case of any decrease in the long term credit rating of the Parent. (i) Promptly after becoming aware of the same, the Parent shall inform the Facility Agent in writing if any of the circumstances contemplated by paragraphs (b,) (c), (d), (e) or (f) above arise.

Margin Adjustment. (a) Subject to 8.4.1 The Margin shall be adjusted in accordance with the terms other provisions of this Clause 9.58.4. 8.4.2 Subject to Clause 8.4.4 below and the other provisions of this Clause 8.4, the Margin shall be determined by reference to the rate specified in relation most recent financial statements provided by the Borrower to the Agent pursuant to Clause 18.1 (Financial statements) before each Facility Quotation Day for the Loans and shall apply to the Loans for the whole duration of the next following interest Period (notwithstanding the delivery of any further financial statements following the Quotation Day or during the next following Interest Period) such that where the ratio of Net Debt to EBITDA (each as defined in Clause 1.1 19.5 (Definitions). (b) Following for the date falling 6 Months after immediately preceding four quarters set out in Column A below meets the date of this Agreementlevel set for that ratio in Column A below, the Margin applicable to each Facility will for that Interest Period shall be adjusted in accordance with paragraphs (c), (d), (e), (f), (g) and (h) below to the percentage interest rate per annum specified set out 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):B below: Column 1 Margin Facility A (%)Column B Net Debt:EBITDA Margin 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 8.4.3 For the purposes of Clause 8.4.2, 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, reduction or adjustment in the Margin shall be calculated on advised by the lower Agent promptly following receipt of the two ratings unless the difference is greater than one notch, in which case the Borrower’s financial statements and its Compliance Certificate. 8.4.4 The Margin shall be calculated on 1.35 per cent. per annum (plus the rating one notch above amounts referred to in Clause 8.3 (Default Interest)) if an Event of Default (whether waived by the lower Agent or otherwise) occurs. 8.4.5 Any reduction or increase in the Margin shall, subject to the other provisions of this Clause 8.4, take effect in respect of the two ratings. (d) During the period commencing Loans 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 immediately following Interest Period (or, as the case may be, immediately if any) for that Loan. (h) Any adjustment pursuant to paragraphs (b,) (c), (d), (e) or (f) above an Event of Default occurs. This Clause 8.4 shall not apply be without prejudice to the rights of the Agent to increase the Margin with respect upon the giving of any waiver of or consent to any Facility C Loan then outstanding but shall only apply to Facility C Loans, the Utilisation Date of which is on or after: (i) the date of confirmation by either Moody's or S&P, whichever is the later, in the case of any increase to the long term credit rating of the Parent; or (ii) the date of announcement by either Moody's or S&P, whichever is the earlier, in the case of any decrease in the long term credit rating of the Parentamendment. (i) Promptly after becoming aware of the same, the Parent shall inform the Facility Agent in writing if any of the circumstances contemplated by paragraphs (b,) (c), (d), (e) or (f) above arise.

Margin Adjustment. (a) Subject to the terms of this Clause 9.5, the Margin shall be the rate specified in relation to each the Facility in Clause 1.1 (Definitions). (b) Following the date falling 6 Months after the date of this Agreement, the Margin applicable to each the Facility will be adjusted in accordance with paragraphs (c), (d), (e), (f), (g) and (hg) below to the percentage rate per annum specified in Column 1, Column 2, Column 3 or Column 4 respectively 1 as set out below opposite the long term credit rating assigned to the Parent by Xxxxx'x Xxxxx’x Investors' ’ Services, Inc. ("“Moody's"’s”) and Standard & Poor's ’s Corporation ("“S&P"”) specified in Column 5 2 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 2 Credit Rating (Moody'sMoody’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 ’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 the 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 ’s and S&P, then the Margin will be the rate specified in relation the proviso 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), (d), (e) or (f) above shall not apply to the Margin with respect to any Facility C Loan then outstanding but shall only apply to Facility C Loans, the Utilisation Date of which is on or after: (i) the date of confirmation by either Moody's or S&P, whichever is the later, in the case of any increase to the long term credit rating of the Parent; or (ii) the date of announcement by either Moody's or S&P, whichever is the earlier, in the case of any decrease in the long term credit rating of the Parent. (i) Promptly after becoming aware of the same, the Parent shall inform the Facility Agent in writing if any of the circumstances contemplated by paragraphs (b,) (c), (d), (e) or (f) above arise.