Margin adjustments. (a) Adjustments to the Applicable Margin and the Applicable Fee Percentages, based on Schedule 4.1, shall be implemented on a quarterly basis as follows: such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder and as to each Applicable Fee Percentage, upon the date of delivery of the financial statements under Sections 7.3(b) and 7.3(c) hereunder, in each case establishing applicability of the appropriate adjustment, in each case with no retroactivity or claw-back.
(b) From the Restatement Date until the required date of delivery (or if earlier, delivery) of the financial statements under Section 7.3(b) and (c) hereof, and the related Covenant Compliance Report for the fiscal quarter ending June 30, 2008, the Applicable Margins and Applicable Fee Percentages shall be those set forth under the Level I column of the pricing matrix attached to this Agreement as Schedule 4.1. Thereafter, the adjustments to the Applicable Margin and the Applicable Fee Percentages shall be as set forth above.
(c) Notwithstanding the foregoing, however, if, as a result of any restatement of or adjustment to the financial statements of Company and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, Agent determines that the Applicable Margin and/or the Applicable Fee Percentages as calculated by Company 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, Company and/or the Permitted Borrowers, as the case may be, shall automatically and retroactively be obligated to pay to Agent, promptly upon demand by Agent or the Required 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, of 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 the proper calculation thereof would have resulted in lower pricing for such period, Agent and Lenders shall have no obligation to recalculate such interest or fees or to repay any interest or fees to Company or the Permitted Borrowers; provided, however, that if as a re...
Margin adjustments. (a) The Margin for the period commencing on the Second Effective Date and ending on the date falling six months after the Second Effective Date will be 1.75 per cent. per annum.
(b) Thereafter, the Margin will be calculated by reference to the table below and the information set out in the relevant Compliance Certificate and financial statements for the relevant person:
(c) Any change in the Margin will, subject to paragraph (d) below, apply to each Loan from the Business Day following receipt by the Facility Agent of the Compliance Certificate and the related financial statements indicating such change, provided that, on the date falling six months after the Second Effective Date, any change in the Margin will be calculated by reference to the table above using the information set out in the Compliance Certificate and financial statements which, as of that date, have most recently been delivered to the Facility Agent.
(d) For so long as:
(i) the Company is in default of its obligation under this Agreement to provide a Compliance Certificate or relevant financial statements; or
(ii) an Event of Default is outstanding, at the option of the Majority Lenders, the Margin will be the highest applicable rate set out in the table in paragraph (b) above.
(e) If the Margin has been calculated on the basis of a Compliance Certificate but would have been higher if it had been based on the audited financial statements of the Company in respect of the financial period in which that Compliance Certificate was delivered, the Margin will instead be calculated by reference to those audited financial statements of the Company. Any change will have a retrospective effect. If, in this event, any interest has been paid by a Borrower on the basis of the Compliance Certificate, a Borrower must immediately pay to the Facility Agent any interest which would have been paid to the Lenders if the Margin had been calculated by reference to the audited financial statements.
Margin adjustments. Adjustments to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1 attached hereto, 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 and the Applicable Fee Percentage, upon the date of delivery of the Financial Statements under Sections 7.1(a) and 7.1(b) and the Covenant Compliance Report under Section 7.2(a) hereunder, in each case establishing applicability of the appropriate adjustment, in each case with no retroactivity or claw-back. In the event Borrower fails timely to deliver the Financial Statements required under Section 7.1(a) or 7.1(b) or the Covenant Compliance Report under Section 7.2(a), then from the date delivery of such Financial Statements and certificate was required until such Financial Statements and certificate are delivered, the margins and fee percentages shall be at the highest level on the Pricing Matrix attached hereto as Schedule 1.1.
(b) From the Effective Date until the receipt of Borrower’s Financial Statements for the fiscal quarter ending December 31, 2006, the margins and fee percentages shall be those set forth under the Level III column of the Pricing Matrix attached hereto as Schedule 1.1.
Margin adjustments. (a) If at any time the Asset Value of a Purchased Asset is determined to be zero by the Buyer in its sole discretion (including by operation of the definition of "Asset Value"), then Buyer may, by delivery to Seller of a Margin Deficit Notice, require Seller to, at Seller's option, no later than the Margin Correction Deadline, repurchase such Purchased Assets at the Repurchase Price.
(b) If at any time the aggregate Repurchase Price of all Mortgage Assets subject to Transactions then outstanding exceeds the Maximum Amount, then Buyer may, by delivery to Seller of a Margin Deficit Notice, require Seller to, no later than the Margin Correction Deadline, (i) repurchase Purchased Assets at the Repurchase Price, (ii) make a payment in reduction of the Repurchase Price or (iii) choose any combination of the foregoing, so that, after giving effect to such repurchases and payments, the aggregate Repurchase Price of all Mortgage Assets subject to Transactions then outstanding does not exceed the Maximum Amount.
(c) Except as contemplated by Section 4.02 as a repurchase payment or as otherwise agreed in writing by Buyer, all cash transferred to Buyer pursuant to this Section 4.01 shall be deposited in the account set forth in Section 7.01 hereof and shall be deemed to reduce the aggregate Repurchase Price with respect to all outstanding Transactions.
(d) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time a such a notice is permitted to be delivered by Section 4.01(a) or 4.01(b) shall not in any way limit or impair Buyer's right to deliver a Margin Deficit Notice at any other time such a notice is permitted to be delivered by Section 4.01(a) or 4.01(b).
Margin adjustments. (a) The Parent must supply to the Facility Agent a Margin Certificate within 45 days of the end of each quarterly Accounting Period, beginning with the first quarterly Accounting Period ending on or after the first anniversary of the First Drawdown Date.
(b) A Margin Certificate must be signed by two authorised signatories of the Parent, one of whom must be the Chief Financial Officer.
(c) Subject to paragraphs (d) and (e) below, the Margin in respect of any A1 Term Loan, A2 Term Loan, Revolving Credit Loan and Restructuring A Loan (on or after the Restructuring Loan Facility Conversion Date) and the B1 Term Loan, B2 Term Loan and the Restructuring B Loan will be adjusted as set out in Column 2 and Column 3, respectively, of the table below on the date 5 Business Days after delivery to the Facility Agent of the relevant Margin Certificate and will be determined by reference to the table below and the information set out in the relevant Margin Certificate:
Column 1 Ratio of Consolidated Total Net Borrowings to Consolidated EBITDA Column 2 Margin for A1 Term Loan, A2 Term Loan, Revolving Loan and Restructuring A Loan (per cent. per annum) Column 3 Margin for B1 Term Loan, B2 Term Loan and Restructuring B Loan (per cent. per annum)
(d) For so long as:
(i) the Parent is in default of its obligation under this Agreement to provide a Margin Certificate; or
(ii) an Event of Default is outstanding, the applicable Margin for each Facility will be the highest applicable rate for that Facility set out in the table in paragraph (c).
(e) If the Margin in respect of any Loan has been reduced under Subclause (c) of this Clause 12.3 but the management Accounts (or audited Accounts) for the periods ended with the last day of the quarterly Accounting Period ended before the date of the Margin Certificate in reliance on which the reduction was made do not confirm the basis for the reduction, the reduction will be reversed with retrospective effect. In this event the Margin will instead be that calculated by reference to the relevant management Accounts (or audited Accounts). If, in this event, any amount of interest has been paid by a Borrower on the basis of the Margin Certificate, that Borrower must immediately pay to the Facility Agent any shortfall in that amount as compared to that which would have been paid to the Lenders if the Margin had been calculated by reference to the relevant management Accounts (or audited Accounts).
(f) The Company and the Facility Agent (act...
Margin adjustments. (a) In this Subclause:
Margin adjustments. (a) In this Subclause:
(i) Rating Agency means Xxxxx’x, S&P and Fitch or any other rating agency approved by the Company and the Majority Lenders.
Margin adjustments. (a) The Company must notify the Facility Agent forthwith at any time there is a change in the long term credit rating assigned to the Company by either Xxxxx’x or S&P or a cessation in any such rating being assigned.
(b) No change in the Margin pursuant to paragraphs (c) and (e) of this Clause shall apply prior to 31 December 2006.
(c) Subject to paragraphs (b), (d) and (e) of this Clause, the Margin in respect of Loans under the A Facility and Loans under the B Facility will be the percentage rate indicated in the table below and such percentage will apply to each Loan made or (if outstanding) from the start of its next Term after the change in rating: A2/A 0.20 0.25 A3/A- 0.25 0.30 Baa1/BBB+ 0.30 0.35 Baa2/BBB 0.35 0.40 Baa3/BBB- 0.45 0.50 Below Baa3/BBB- 0.60 0.65
(d) Notwithstanding paragraph (b) above, for so long as:
(i) an Event of Default is outstanding; or
(ii) a long term rating ceases to be assigned to the Company by Xxxxx’x and S&P, the applicable Margin in respect of the Loans under the A Facility and Loans under the B Facility will be the highest applicable rate for the relevant Facility set out in the table in paragraph (c) above.
(e) Subject to paragraph (b) of this Clause, if at any time there is a difference in the long term credit rating assigned to the Company by each of Xxxxx’x and S&P, the Margin will be determined on the basis of the average of the Margins applicable to each of such ratings and if only one of Xxxxx’x and S&P assigns to the Company a long term credit rating, the Margin will be determined on the basis of such long term credit rating only.
Margin adjustments. 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 and the Applicable Fee Percentage, 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, in each case with no retroactivity or claw-back. In the event the Company fails 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 margins and 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) UNDER SECTION 7.1(B) OF THE COMPANY'S FINANCIAL STATEMENTS FOR THE FISCAL QUARTER ENDING DECEMBER 31, 2003 MARGINS AND FEE PERCENTAGES SHALL BE THOSE SET FORTH UNDER THE LEVEL II COLUMN OF THE PRICING MATRIX ATTACHED TO THIS AGREEMENT AS SCHEDULE 1.1. THEREAFTER, ALL MARGINS AND FEE PERCENTAGES SHALL BE BASED UPON THE COMPANY'S QUARTERLY FINANCIAL STATEMENTS AND COVENANT COMPLIANCE REPORTS, SUBJECT TO RECALCULATION AS PROVIDED IN SUBSECTION 10.4(A) ABOVE.
Margin adjustments. 37 5.2 Prime-Based Interest Payments.................................................................... 38 5.3 Eurocurrency-Based Interest Payments............................................................. 38 5.4
