Margin Changes. (a) Save as provided in this Clause 8.3 and Clause 8.4 (No Margin Ratchets in Events of Default), any change in the Margin provided for by Clause 8.2 (Margin Ratchets) shall take effect, in relation to all existing and future Loans during the period: (i) from (and including) the date on which the next subsequent Interest Period commences immediately after the conclusion of the current Interest Period during which the Facility Agent has received information of the change in Credit Rating or been informed of the same by the Borrower in accordance with paragraph (a) of Clause 18.4 (Information: Miscellaneous), (ii) until (but excluding) the date on which the next subsequent Interest Period commences immediately after the conclusion of the Interest Period during which the Facility Agent receives information of a further change in the Credit Rating or is informed of the same by the Borrower in accordance with paragraph (f) of Clause 18.4 (Information: Miscellaneous). (b) If at any time: (i) the Margin has been changed pursuant to this Clause 8.3; and (ii) the Facility Agent thereafter discovers that the information or notification that it has received on the Credit Rating is inaccurate and that such change should not have been made, that change shall be reversed with retrospective effect, the Margin applicable to the Facility shall be that justified by the correct Credit Rating, amounts of interest calculated by reference to the changed Margin (whether or not already paid) shall be recalculated by reference to the Margin applicable to such correct Credit Rating and the Borrower or the Lenders, as the case may be, shall be required to make a payment to the Facility Agent, in such amounts as the Facility Agent may specify, to cover any difference in amounts of interest which should have actually been received by the Lenders following any recalculation. The Facility Agent’s determination of any such difference shall, save in the case of manifest error, be conclusive and the Facility Agent shall provide the Borrower and the Lenders with reasonable details of the calculation of such difference in Margin.
Appears in 2 contracts
Samples: Term Loan Facility Agreement (Advanced Micro Devices Inc), Term Loan Facility Agreement (Advanced Micro Devices Inc)
Margin Changes. (a) Save as provided in this Clause 8.3 10.3 and Clause 8.4 10.4 (No Margin Ratchets in Events of Default), any change reduction in the Margin provided for by Clause 8.2 10.2 (Margin Ratchets) shall take effect, in relation to all existing and future Term Facility A Loans and Revolving Credit Facility Loans, respectively, during (but only during) the period:
(i) period from (and including) the date on which the next subsequent Interest Period commences immediately after the conclusion of the current Interest Period during which the Facility Agent has received information the relevant consolidated financial statements of the change in Credit Rating or been informed of Group, and the same by Compliance Certificate pursuant to Clause 21.2 (Compliance Certificates) for the Borrower in accordance with paragraph (a) of Clause 18.4 (Information: Miscellaneous),
(ii) relevant Financial Quarter, until (but excluding) the date on which the next subsequent Interest Period commences immediately after the conclusion of the current Interest Period (a "READJUSTMENT DATE") during which the earlier of the following occurs:
(i) the date on which the Facility Agent next receives information of a further change in the Credit Rating or is informed quarterly consolidated financial statements of the same Group pursuant to Clause 21.1 (Financial Statements); and
(ii) the latest date by which the Borrower Facility Agent should have received any such quarterly consolidated financial statements of the Group in accordance with paragraph Clause 21.1 (f) of Clause 18.4 (Information: MiscellaneousFinancial Statements), but has not done so.
(b) On each Readjustment Date the Margin in respect of all Term Facility A Loans and Revolving Credit Facility Loans shall revert to the Initial Margin for the applicable Facility, unless a reduced Margin is applicable to any such Loans in accordance with Clause 10.2 (Margin Ratchets).
(c) If at in any timefinancial year of the Group:
(i) the Margin has been changed reduced pursuant to this Clause 8.310.3 in reliance on a Compliance Certificate relating to consolidated financial statements of the Group delivered pursuant to Clause 21.1 (Financial Statements) in respect of any Financial Quarter in that financial year; and
(ii) the Facility Agent thereafter discovers audited consolidated financial statements of the Group delivered pursuant to Clause 21.1 (Financial Statements) in respect of that the information or notification that it has received on the Credit Rating is inaccurate and financial year show that such change reduction should not have been made, that change reduction shall be reversed with retrospective effect, the Margin applicable to the relevant Facility shall be that justified by the correct Credit Ratingaudited consolidated financial statements, amounts of interest calculated by reference to the changed reduced Margin (whether or not already paid) shall be recalculated by reference to the Margin applicable to justified by such correct Credit Rating financial statements and the Borrower or the Lenders, as the case may be, Borrowers shall be required to make a payment to the Facility Agent, in such amounts as the Facility Agent may specify, to cover any difference shortfall in amounts of interest which should have actually been received by the Lenders following any recalculation. The Facility Agent’s 's determination of any such difference shortfall shall, save in the case of manifest error, be conclusive and the Facility Agent shall provide the Borrower and the Lenders Company with reasonable details of the calculation of such difference in Marginshortfall.
Appears in 1 contract
Samples: Term Facilities and Revolving Credit Agreement (SGL Carbon Aktiengesellschaft)
Margin Changes. (a) Save as provided in this Clause 8.3 and Clause 8.4 (No Margin Ratchets in Events of Default), any change in the Margin provided for by Clause 8.2 (Margin Ratchets) shall take effect, in relation to all existing and future Loans during the period:
(i) from (and including) the date on which the next subsequent Interest Period commences immediately after the conclusion of the current Interest Period during which the Facility Agent has received information of the change in Credit Rating or been informed of the same by the Borrower in accordance with paragraph (a) of Clause 18.4 (Information: Miscellaneous),
(ii) until (but excluding) the date on which the next subsequent Interest Period commences immediately after the conclusion of the Interest Period during which the Facility Agent receives information of a further change in the Credit Rating or is informed of the same by the Borrower in accordance with paragraph (fa) of Clause 18.4 (Information: Miscellaneous).
(b) If at any time:
(i) the Margin has been changed pursuant to this Clause 8.3; and
(ii) the Facility Agent thereafter discovers that the information or notification that it has received on the Credit Rating is inaccurate and that such change should not have been made, that change shall be reversed with retrospective effect, the Margin applicable to the Facility shall be that justified by the correct Credit Rating, amounts of interest calculated by reference to the changed Margin (whether or not already paid) shall be recalculated by reference to the Margin applicable to such correct Credit Rating and the Borrower or the Lenders, as the case may be, shall be required to make a payment to the Facility Agent, in such amounts as the Facility Agent may specify, to cover any difference in amounts of interest which should have actually been received by the Lenders following any recalculation. The Facility Agent’s determination of any such difference shall, save in the case of manifest error, be conclusive and the Facility Agent shall provide the Borrower and the Lenders with reasonable details of the calculation of such difference in Margin.
Appears in 1 contract
Samples: Term Loan Facility Agreement (Advanced Micro Devices Inc)
Margin Changes. (a) Save as provided in this Clause 8.3 10.3 and Clause 8.4 10.4 (No Margin Ratchets in Events of Default), any change in the Margin provided for by Clause 8.2 10.2 (Margin Ratchets) shall take effect, in relation to all existing and future Term Facility A Loans, Term Facility B Loans during the period:
(i) from (and including) the date on which the next subsequent Interest Period commences immediately Revolving Credit Facility Loans, respectively, five Business Days after the conclusion of the current Interest Period during which receipt by the Facility Agent has received information of the change in Credit Rating or been informed relevant consolidated financial statements of the same by Group and the Borrower in accordance with paragraph Compliance Certificate pursuant to Clause 21.2 (aCompliance Certificate) of Clause 18.4 (Information: Miscellaneous),
(ii) until (but excluding) for the date on which the next subsequent Interest Period commences immediately after the conclusion of the Interest Period during which the Facility Agent receives information of a further change in the Credit Rating or is informed of the same by the Borrower in accordance with paragraph (f) of Clause 18.4 (Information: Miscellaneous)relevant Financial Quarter.
(b) If at in any timefinancial year of the Group:
(i) the Margin has been changed adjusted pursuant to this Clause 8.310.3 in reliance on a Compliance Certificate relating to consolidated financial statements of the Group delivered pursuant to Clause 21.1 (Financial Statements) in respect of any Financial Quarter in that financial year; and
(ii) the Facility Agent thereafter discovers audited consolidated financial statements of the Group delivered pursuant to Clause 21.1 (Financial Statements) in respect of that the information or notification that it has received on the Credit Rating is inaccurate and financial year show that such change reduction should not have been made, that change reduction shall be reversed with retrospective effect, the Margin applicable to the relevant Facility shall be that justified by the correct Credit Ratingaudited consolidated financial statements, amounts of interest calculated by reference to the changed adjusted Margin (whether or not already paid) shall be recalculated by reference to the Margin applicable to justified by such correct Credit Rating financial statements and the Borrower or the Lenders, as the case may be, Borrowers shall be required to make a payment to the Facility Agent, in such amounts as the Facility Agent may specify, to cover any difference shortfall in amounts of interest which should have actually been received by the Lenders following any recalculation. The Facility Agent’s 's determination of any such difference shortfall shall, save in the case of manifest error, be conclusive and the Facility Agent shall provide the Borrower and the Lenders Company with reasonable details of the calculation of such difference in Marginshortfall.
Appears in 1 contract
Samples: Term Facilities and Revolving Credit Agreement (SGL Carbon Aktiengesellschaft)