Common use of Margin Changes; Adjustments for Margin Changes Clause in Contracts

Margin Changes; Adjustments for Margin Changes. (1) Changes in Applicable Pricing Rate shall be effective: (a) in the case of outstanding Bankers’ Acceptances, upon the earlier of (i) 5 Banking Days after any change in the Debt Rating or when the relevant debt ceases to be rated, and (ii) the next Rollover or Conversion thereof after such change or cessation in rating, as the case may be; (b) in all other cases, immediately upon any change in the relevant debt rating of the Borrower or when the relevant debt of the Borrower ceases to be rated; and (c) without the necessity of notice to the Borrower. (2) For any Loans outstanding as of the effective date of a change in an Applicable Pricing Rate: (a) in the case of increases in such rates per annum, the Borrower shall pay to the Agent for the account of the Lenders such additional interest or fees, as the case may be, as may be required to give effect to the relevant increases in the interest or fees payable on or in respect of such Loans from and as of the effective date of the relevant increase in rates; and (b) in the case of decreases in such rates per annum, the Borrower shall receive a credit against subsequent interest payable on Loans or fees payable pursuant to Section 5.6, or Section 6.2, as the case may be, to the extent necessary to give effect to the relevant decreases in the interest or fees payable on or in respect of such Loans from and as of the effective date of the relevant decrease in rates. (3) The additional payments required by Section 7.7(2)(a) shall be made on the first Banking Day of the calendar month immediately following the calendar month in which the changes in Applicable Pricing Rate are effective. The adjustments required by Section 7.7(2)(b) shall be accounted for in successive interest and fee payments by the Borrower until the amount of the credit therein contemplated has been fully applied; provided that, upon satisfaction in full of all Obligations and cancellation of the Credit Facility in accordance herewith, the Lenders shall pay to the Borrower an amount equal to any such credit which remains outstanding. (4) The Borrower shall give written notice to the Agent and agrees to give notice to the Agent of any change in the Debt Rating by S&P or DBRS promptly upon becoming actually aware of such change. For certainty, the change in the Applicable Pricing Rate shall, subject to Section 7.7(1)(a), be effective from the date of the change in the Debt Rating by S&P or DBRS, as the case may be, regardless of the date notice thereof is given by the Borrower to the Agent.

Margin Changes; Adjustments for Margin Changes. (1) Changes in Applicable Pricing Rate shall be effective: (a) in the case of outstanding Bankers’ Acceptances, upon the earlier of (i) 5 Banking Days after any change in the Debt Rating or when the relevant debt ceases to The Applicable Pricing Margin shall be rated, adjusted immediately and (ii) the next Rollover or Conversion thereof after such change or cessation in rating, as the case may be; (b) in all other cases, immediately automatically upon any change in the relevant debt rating of the Borrower or when the relevant debt of the Borrower ceases to S&P Rating and shall be rated; and (c) made effective without the necessity of notice to the Borrower. (2b) For any Loans outstanding as of the effective date of a change in an Applicable Pricing RateMargin: (ai) in the case of increases in such rates per annum, the Borrower shall pay to the Agent for the account of the Lenders such additional interest or fees, as the case may be, as may be required to give effect to the relevant increases in the interest or fees payable on or in respect of such Loans from and as of the effective date of the relevant increase in rates; and (bii) in the case of decreases in such rates per annum, the Borrower shall receive a credit against subsequent interest payable on Loans or stamping fees payable pursuant to Section 5.6, 4.4 or LC Fees payable pursuant to Section 6.2, as the case may be, 4.5 to the extent necessary to give effect to the relevant decreases in the interest or fees payable on or in respect of such Loans from and as of the effective date of the relevant decrease in rates. (3c) The additional payments required by Section 7.7(2)(a7.7(b)(i) shall be made on (i) the first next Interest Payment Date (in the case of outstanding Prime Loans, USBR Loans and Libor Loans), (ii) the earlier of the next Rollover Date or Conversion Date or, if the relevant Interest Period is longer than three months, the last Banking Day of each three month period during such Interest Period (in the calendar month immediately following case of outstanding Bankers’ Acceptances) and (iii) the calendar month next quarterly payment date (in which the changes in Applicable Pricing Rate are effectivecase of outstanding Letters of Credit). The adjustments required by Section 7.7(2)(b7.7(b)(ii) shall be accounted for in successive interest and fee payments by the Borrower until the amount of the credit therein contemplated has been fully applied; provided that, upon satisfaction in full of all Obligations and cancellation of the Credit Facility in accordance herewith, the Lenders shall pay to the Borrower an amount equal to any such credit which remains outstanding. (4) The Borrower shall give written notice to the Agent and agrees to give notice to the Agent of any change in the Debt Rating by S&P or DBRS promptly upon becoming actually aware of such change. For certainty, the change in the Applicable Pricing Rate shall, subject to Section 7.7(1)(a), be effective from the date of the change in the Debt Rating by S&P or DBRS, as the case may be, regardless of the date notice thereof is given by the Borrower to the Agent.

Margin Changes; Adjustments for Margin Changes. (1) Changes in the Applicable Pricing Rate shall be effective: (a) in the case of outstanding Bankers’ ' Acceptances, upon the earlier of (i) 5 Banking Days 90 days after any change in the Senior Secured Debt Rating or when to EBITDA Ratio which results in a change in the relevant debt ceases to be rated, Applicable Pricing Rate in accordance with the provisions of such definition and (ii) the next Rollover or Conversion thereof after such change or cessation in rating, as the case may bechange; (b) in all other cases, from and as of the day immediately upon any following the Quarter End in respect of which a change in the relevant debt rating Senior Secured Debt to EBITDA Ratio results in a change in the Applicable Pricing Rate in accordance with the provisions of the Borrower or when the relevant debt of the Borrower ceases to be ratedsuch definition; and (c) without the necessity of notice to either of the BorrowerBorrowers. (2) For any Loans outstanding as of the effective date of a change in an Applicable Pricing Rate: (a) in the case of increases in such rates per annum, the each Borrower shall pay to the Agent for the account of the relevant Lenders such additional interest or fees, as the case may be, as may be required to give effect to the relevant increases in the interest or fees payable on or in respect of such Loans from and as of the effective date of the relevant increase in rates; and (b) in the case of decreases in such rates per annum, the each Borrower shall receive a credit against subsequent interest payable on Loans or fees payable pursuant to Section 5.6, Section 6.2 or Section 6.27.11(1), as the case may be, to the extent necessary to give effect to the relevant decreases in the interest or fees payable on or in respect of such Loans from and as of the effective date of the relevant decrease in rates. (3) The additional payments required by Section 7.7(2)(a8.7(2)(a) shall be made on the first Banking Day of the calendar month immediately following the calendar month in which the changes in the Applicable Pricing Rate are effective. The adjustments required by Section 7.7(2)(b8.7(2)(b) shall be accounted for in successive interest and fee payments by the applicable Borrower until the amount of the credit therein contemplated has been fully applied; provided that, upon satisfaction in full of all Obligations and cancellation of the all Credit Facility Facilities in accordance herewith, the Lenders shall pay to the applicable Borrower an amount equal to any such credit which remains outstanding. (4) The Borrower shall give written notice to the Agent and agrees to give notice to the Agent of any change in the Debt Rating by S&P or DBRS promptly upon becoming actually aware of such change. For certainty, the change in the Applicable Pricing Rate shall, subject to Section 7.7(1)(a), be effective from the date of the change in the Debt Rating by S&P or DBRS, as the case may be, regardless of the date notice thereof is given by the Borrower to the Agent.

Margin Changes; Adjustments for Margin Changes. (1) Changes in Applicable Pricing Rate shall be effective: (a) in the case of outstanding Bankers’ ' Acceptances, upon the earlier of (i) 5 Banking Days 90 days after any change in the Senior Secured Debt Rating or when to EBITDA Ratio which results in a change in the relevant debt ceases to be rated, Applicable Pricing Rate in accordance with the provisions of such definition and (ii) the next Rollover or Conversion thereof after such change or cessation in rating, as the case may bechange; (b) in all other cases, from and as of the day immediately upon any following the Quarter End in respect of which a change in the relevant debt rating Senior Secured Debt to EBITDA Ratio results in a change in the Applicable Pricing Rate in accordance with the provisions of the Borrower or when the relevant debt of the Borrower ceases to be ratedsuch definition; and (c) without the necessity of notice to the Borrower. (2) For any Loans outstanding as of the effective date of a change in an Applicable Pricing Rate: (a) in the case of increases in such rates per annum, the Borrower shall pay to the Agent for the account of the Lenders such additional interest or fees, as the case may be, as may be required to give effect to the relevant increases in the interest or fees payable on or in respect of such Loans from and as of the effective date of the relevant increase in rates; and (b) in the case of decreases in such rates per annum, the Borrower shall receive a credit against subsequent interest payable on Loans or fees payable pursuant to Section 5.6, 5.6 or Section 6.2, as the case may be, to the extent necessary to give effect to the relevant decreases in the interest or fees payable on or in respect of such Loans from and as of the effective date of the relevant decrease in rates. (3) The additional payments required by Section 7.7(2)(a8.7(2)(a) shall be made on the first Banking Day of the calendar month immediately following the calendar month in which the changes in Applicable Pricing Rate are effective. The adjustments required by Section 7.7(2)(b8.7(2)(b) shall be accounted for in successive interest and fee payments by the Borrower until the amount of the credit therein contemplated has been fully applied; provided that, upon satisfaction in full of all Obligations and cancellation of the all Credit Facility Facilities in accordance herewith, the Lenders shall pay to the Borrower an amount equal to any such credit which remains outstanding. (4) The Borrower shall give written notice to the Agent and agrees to give notice to the Agent of any change in the Debt Rating by S&P or DBRS promptly upon becoming actually aware of such change. For certainty, the change in the Applicable Pricing Rate shall, subject to Section 7.7(1)(a), be effective from the date of the change in the Debt Rating by S&P or DBRS, as the case may be, regardless of the date notice thereof is given by the Borrower to the Agent.

Margin Changes; Adjustments for Margin Changes. (1) Changes in the Applicable Pricing Rate shall be effective: (a) in the case of outstanding Bankers’ ' Acceptances, upon the earlier of (i) 5 Banking Days 90 days after any change in the Senior Debt Rating or when to EBITDA Ratio which results in a change in the relevant debt ceases to be rated, Applicable Pricing Rate in accordance with the provisions of such definition and (ii) the next Rollover or Conversion thereof after such change or cessation in rating, as the case may bechange; (b) in all other cases, from and as of the day immediately upon any following the Quarter End in respect of which a change in the relevant debt rating Senior Debt to EBITDA Ratio results in a change in the Applicable Pricing Rate in accordance with the provisions of the Borrower or when the relevant debt of the Borrower ceases to be ratedsuch definition; and (c) without the necessity of notice to either of the BorrowerBorrowers. (2) For any Loans outstanding as of the effective date of a change in an Applicable Pricing Rate: (a) in the case of increases in such rates per annum, the each Borrower shall pay to the Agent for the account of the relevant Lenders such additional interest or fees, as the case may be, as may be required to give effect to the relevant increases in the interest or 31150487.8 fees payable on or in respect of such Loans from and as of the effective date of the relevant increase in rates; and (b) in the case of decreases in such rates per annum, the each Borrower shall receive a credit against subsequent interest payable on Loans or fees payable pursuant to Section 5.6, Section 6.2 or Section 6.27.11(1), as the case may be, to the extent necessary to give effect to the relevant decreases in the interest or fees payable on or in respect of such Loans from and as of the effective date of the relevant decrease in rates. (3) The additional payments required by Section 7.7(2)(a8.7(2)(a) shall be made on the first Banking Day of the calendar month immediately following the calendar month in which the changes in the Applicable Pricing Rate are effective. The adjustments required by Section 7.7(2)(b8.7(2)(b) shall be accounted for in successive interest and fee payments by the applicable Borrower until the amount of the credit therein contemplated has been fully applied; provided that, upon satisfaction in full of all Obligations and cancellation of the all Credit Facility Facilities in accordance herewith, the Lenders shall pay to the applicable Borrower an amount equal to any such credit which remains outstanding. (4) The Borrower shall give written notice to the Agent and agrees to give notice to the Agent of any change in the Debt Rating by S&P or DBRS promptly upon becoming actually aware of such change. For certainty, the change in the Applicable Pricing Rate shall, subject to Section 7.7(1)(a), be effective from the date of the change in the Debt Rating by S&P or DBRS, as the case may be, regardless of the date notice thereof is given by the Borrower to the Agent.

Margin Changes; Adjustments for Margin Changes. (1) Changes in Applicable Pricing Rate shall be effective: (a) from and as of the first day of the fiscal quarter immediately following the end of the fiscal quarter in which the Borrower delivers a Compliance Certificate pursuant hereto evidencing a change in the First Lien Debt to EBITDA Ratio or Debt to EBITDA Ratio, as the case may be, which results in a change in the Applicable Pricing Rate in accordance with the provisions of such definition; and (b) without the necessity of notice to the Borrower, provided that, notwithstanding the foregoing provisions of this Section 8.7, if the Borrower has failed to deliver a Compliance Certificate for the immediately preceding fiscal quarter in accordance with the provisions hereof, then the First Lien Debt to EBITDA Ratio or Debt to EBITDA Ratio, as the case may be, shall be deemed to be greater than 4.5:1.0 for the purposes of determining the Applicable Pricing Rate until the Borrower has remedied such failure and delivered such Compliance Certificate (and, from and after such delivery, the Applicable Pricing Rate shall be based upon the First Lien Debt to EBITDA Ratio or Debt to EBITDA Ratio, as the case may be, set forth in such Compliance Certificate for the remainder of the period until the next such Compliance Certificate is required to be delivered hereunder). With respect to Bankers' Acceptances outstanding Bankers’ Acceptanceson the effective date of any such change in Applicable Pricing Rate, changes in the Applicable Pricing Rate shall become applicable thereto upon the earlier of (ia) 5 Banking Days 90 days after any the effective date of the change in the Debt Rating or when the relevant debt ceases to be rated, Applicable Pricing Rate and (iib) the next Rollover or Conversion thereof after such change or cessation in rating, as the case may be; (b) in all other cases, immediately upon any change in the relevant debt rating of the Borrower or when the relevant debt of the Borrower ceases to be rated; and (c) without the necessity of notice to the Borrowerchange. (2) For any Loans outstanding as of the effective date of a change in an Applicable Pricing Rate: (a) in the case of increases in such rates per annum, the Borrower shall pay to the Agent for the account of the Lenders such additional interest or fees, as the case may be, as may be required to give effect to the relevant increases in the interest or fees payable on or in respect of such Loans from and as of the effective date of the relevant increase in rates; and (b) in the case of decreases in such rates per annum, the Borrower shall receive a credit against subsequent interest payable on Loans or fees payable pursuant to Section 5.6, or Section 6.2, as the case may be, to the extent necessary to give effect to the relevant decreases in the interest or fees payable on or in respect of such Loans from and as of the effective date of the relevant decrease in rates. (3) The additional payments required by Section 7.7(2)(a) shall be made on the first Banking Day of the calendar month immediately following the calendar month in which the changes in Applicable Pricing Rate are effective. The adjustments required by Section 7.7(2)(b) shall be accounted for in successive interest and fee payments by the Borrower until the amount of the credit therein contemplated has been fully applied; provided that, upon satisfaction in full of all Obligations and cancellation of the Credit Facility in accordance herewith, the Lenders shall pay to the Borrower an amount equal to any such credit which remains outstanding. (4) The Borrower shall give written notice to the Agent and agrees to give notice to the Agent of any change in the Debt Rating by S&P or DBRS promptly upon becoming actually aware of such change. For certainty, the change in the Applicable Pricing Rate shall, subject to Section 7.7(1)(a), be effective from the date of the change in the Debt Rating by S&P or DBRS, as the case may be, regardless of the date notice thereof is given by the Borrower to the Agent.

Margin Changes; Adjustments for Margin Changes. (1) Changes in Applicable Pricing Rate (and, hence, corresponding changes in the Applicable Standby Fee Rate) shall be effective: (a) from and as of the day immediately following the Quarter End in the case respect of outstanding Bankers’ Acceptances, upon the earlier of (i) 5 Banking Days after any which a change in the Senior Debt Rating or when the relevant debt ceases to be rated, and (ii) the next Rollover or Conversion thereof after such change or cessation EBITDA Ratio results in rating, as the case may be; (b) in all other cases, immediately upon any a change in the relevant debt rating Applicable Pricing Rate in accordance with the provisions of the Borrower or when the relevant debt of the Borrower ceases to be ratedsuch definition; and (cb) without the necessity of notice to the Borrower. (2) For any Loans outstanding additional amounts payable hereunder or reductions in the amounts payable hereunder (as of the effective date case may be) as a result of a change in an Applicable Pricing Rate or Applicable Standby Fee Rate: (a) in the case of increases in such rates per annum, the Borrower shall pay to the Agent for the account of the Lenders such additional interest or fees, as the case may be, as may be required to give effect to the relevant increases in the interest or fees payable on or in respect of such Loans hereunder from and as of the effective date of the relevant increase in rates; and (b) in the case of decreases in such rates per annum, the Borrower shall receive a credit against subsequent interest payable on Loans pursuant to any provision of this Agreement or fees payable pursuant to Section 5.6, Section 6.2 or Section 6.27.9, as the case may be, to the extent necessary to give effect to the relevant decreases in the interest or fees payable on or in respect of such Loans hereunder from and as of the effective date of the relevant decrease in rates. (3) The additional payments required by Section 7.7(2)(a8.7(2)(a) shall be made on the first Banking Day of the calendar month immediately following the calendar month in which the changes Compliance Certificate detailing the relevant change in Applicable Pricing Rate are effectivethe Senior Debt to EBITDA Ratio is received by the Agent. The adjustments required by Section 7.7(2)(b8.7(2)(b) shall be accounted for in successive interest and fee payments by the Borrower (commencing in the calendar month immediately following the calendar month in which the Compliance Certificate detailing the relevant change in the Senior Debt to EBITDA Ratio is received by the Agent) until the amount of the credit therein contemplated has been fully applied; provided that, upon satisfaction in full of all Obligations and cancellation in full of the Credit Facility in accordance herewith, the Lenders shall pay to the Borrower an amount equal to any such credit which remains outstanding. (4) The Borrower shall give written notice to the Agent and agrees to give notice to the Agent of any change in the Debt Rating by S&P or DBRS promptly upon becoming actually aware of such change. For certainty, the change in the Applicable Pricing Rate shall, subject to Section 7.7(1)(a), be effective from the date of the change in the Debt Rating by S&P or DBRS, as the case may be, regardless of the date notice thereof is given by the Borrower to the Agent.

Margin Changes; Adjustments for Margin Changes. (1) Changes in Applicable Pricing Rate shall be effective: (a) from and as of the first day of the fiscal quarter immediately following the end of the fiscal quarter in which the Borrower delivers a Compliance Certificate pursuant hereto evidencing a change in the First Lien Debt to EBITDA Ratio or Debt to EBITDA Ratio, as the case may be, which results in a change in the Applicable Pricing Rate in accordance with the provisions of outstanding such definition; and (b) without the necessity of notice to the Borrower, provided that, notwithstanding the foregoing provisions of this Section 8.7, if the Borrower has failed to deliver a Compliance Certificate for the immediately preceding fiscal quarter in accordance with the provisions hereof, then the First Lien Debt to EBITDA Ratio or Debt to EBITDA Ratio, as the case may be, shall be deemed to be greater than 4.5:1.0 for the purposes of determining the Applicable Pricing Rate until the Borrower has remedied such failure and delivered such Compliance Certificate (and, from and after such delivery, the Applicable Pricing Rate shall be based upon the First Lien Debt to EBITDA Ratio or Debt to EBITDA Ratio, as the case may be, set forth in such Compliance Certificate for the remainder of the period until the next such Compliance Certificate is required to be delivered hereunder). With respect to Bankers’ AcceptancesAcceptances outstanding on the effective date of any such change in Applicable Pricing Rate, changes in the Applicable Pricing Rate shall become applicable thereto upon the earlier of (ia) 5 Banking Days 90 days after any the effective date of the change in the Debt Rating or when the relevant debt ceases to be rated, Applicable Pricing Rate and (iib) the next Rollover or Conversion thereof after such change or cessation in rating, as the case may be; (b) in all other cases, immediately upon any change in the relevant debt rating of the Borrower or when the relevant debt of the Borrower ceases to be rated; and (c) without the necessity of notice to the Borrowerchange. (2) For any Loans outstanding as of the effective date of a change in an Applicable Pricing Rate: (a) in the case of increases in such rates per annum, the Borrower shall pay to the Agent for the account of the Lenders such additional interest or fees, as the case may be, as may be required to give effect to the relevant increases in the interest or fees payable on or in respect of such Loans from and as of the effective date of the relevant increase in rates; and (b) in the case of decreases in such rates per annum, the Borrower shall receive a credit against subsequent interest payable on Loans or fees payable pursuant to Section 5.6, or Section 6.2, as the case may be, to the extent necessary to give effect to the relevant decreases in the interest or fees payable on or in respect of such Loans from and as of the effective date of the relevant decrease in rates. (3) The additional payments required by Section 7.7(2)(a) shall be made on the first Banking Day of the calendar month immediately following the calendar month in which the changes in Applicable Pricing Rate are effective. The adjustments required by Section 7.7(2)(b) shall be accounted for in successive interest and fee payments by the Borrower until the amount of the credit therein contemplated has been fully applied; provided that, upon satisfaction in full of all Obligations and cancellation of the Credit Facility in accordance herewith, the Lenders shall pay to the Borrower an amount equal to any such credit which remains outstanding. (4) The Borrower shall give written notice to the Agent and agrees to give notice to the Agent of any change in the Debt Rating by S&P or DBRS promptly upon becoming actually aware of such change. For certainty, the change in the Applicable Pricing Rate shall, subject to Section 7.7(1)(a), be effective from the date of the change in the Debt Rating by S&P or DBRS, as the case may be, regardless of the date notice thereof is given by the Borrower to the Agent.

Margin Changes; Adjustments for Margin Changes. (1) Changes in the Applicable Pricing Rate shall be effective: (a) in the case of outstanding Bankers’ Acceptances, upon the earlier of (i) 5 Banking Days 90 days after any change in the Senior Secured Debt Rating or when to EBITDA Ratio which results in a change in the relevant debt ceases to be rated, Applicable Pricing Rate in accordance with the provisions of such definition and (ii) the next Rollover or Conversion thereof after such change or cessation in rating, as the case may bechange; (b) in all other cases, from and as of the day immediately upon any following the Quarter End in respect of which a change in the relevant debt rating Senior Secured Debt to EBITDA Ratio results in a change in the Applicable Pricing Rate in accordance with the provisions of the Borrower or when the relevant debt of the Borrower ceases to be ratedsuch definition; and (c) without the necessity of notice to any of the BorrowerBorrowers. (2) For any Loans outstanding as of the effective date of a change in an Applicable Pricing Rate: (a) in the case of increases in such rates per annum, the each Borrower shall pay to the Agent for the account of the relevant Lenders such additional interest or fees, as the case may be, as may be required to give effect to the relevant increases in the interest or fees payable on or in respect of such Loans from and as of the effective date of the relevant increase in rates; and (b) in the case of decreases in such rates per annum, the each Borrower shall receive a credit against subsequent interest payable on Loans or fees payable pursuant to Section 5.6, Section 6.2 or Section 6.27.11(1), as the case may be, to the extent necessary to give effect to the relevant decreases in the interest or fees payable on or in respect of such Loans from and as of the effective date of the relevant decrease in rates. (3) The additional payments required by Section 7.7(2)(a8.7(2)(a) shall be made on the first (1st) Banking Day of the calendar month immediately following the calendar month in which the changes in the Applicable Pricing Rate are effective. The adjustments required by Section 7.7(2)(b8.7(2)(b) shall be accounted for in successive interest and fee payments by the applicable Borrower until the amount of the credit therein contemplated has been fully applied; provided that, upon satisfaction in full of all Obligations and cancellation of the all Credit Facility Facilities in accordance herewith, the Lenders shall pay to the applicable Borrower an amount equal to any such credit which remains outstanding. (4) The Borrower shall give written notice to the Agent and agrees to give notice to the Agent of any change in the Debt Rating by S&P or DBRS promptly upon becoming actually aware of such change. For certainty, the change in the Applicable Pricing Rate shall, subject to Section 7.7(1)(a), be effective from the date of the change in the Debt Rating by S&P or DBRS, as the case may be, regardless of the date notice thereof is given by the Borrower to the Agent.