Changes in the Applicable Clause Samples

Changes in the Applicable. Commitment Fee resulting from a change in the Leverage Ratio shall become effective (as of the first day following the Fiscal Quarter in respect of which such Compliance Certificate was required to be delivered) upon delivery by the Borrower to the Administrative Agent of a new Compliance Certificate pursuant to clause (c) of Section 7.1. 1. In the event such Compliance Certificate indicates a Leverage Ratio that would result in an Applicable Commitment Fee which is greater or lesser than the Applicable Commitment Fee theretofore in effect, then (A) such greater or lesser Applicable Commitment Fee shall be deemed to have been in effect for all purposes of this Agreement from the first day following the Fiscal Quarter in respect of which such Compliance Certificate was required to be delivered by the Borrower to the Administrative Agent pursuant to clause (c) of Section 7.1.1 and (B) if the Borrower shall have theretofore made any payment of Commitment Fees in respect of the period from the first day following the Fiscal Quarter in respect of which such Compliance Certificate was required to be delivered to the actual date of delivery of such Compliance Certificate, then, on the next Quarterly Payment Date, either (x) if the new Applicable Commitment Fee rate is greater than the Applicable Commitment Fee rate theretofore in effect, the Borrower shall pay, as a supplemental payment of Commitment Fees, an amount which equals the difference between the amount of Commitment Fees that would otherwise have been paid based on such new Leverage Ratio and the amount of such Commitment Fees actually so paid, or, (y) if the new Applicable Commitment Fee rate is less than the Applicable Commitment Fee rate theretofore in effect, an amount shall be deducted from the interest on Revolving Loans and Commitment Fees and Letter of Credit fees under the first sentence of Section 3.3.3 then otherwise payable in an amount which equals the difference between the amount of Commitment Fees so paid and the amount of Commitment Fees that would otherwise have been paid based on such new Leverage Ratio (or, if no such payment is owed by the Borrower to the Revolving Lenders on such next Quarterly Payment Date, or if such amount owed by the Borrower is less than such difference, the Revolving Lenders shall pay to

Changes in the Applicable. Term Loan Margin resulting from a change in the Senior Secured Leverage Ratio shall become effective upon delivery by the Borrower to the Administrative Agent of a new Compliance Certificate pursuant to clause (g) of Section 7.1. 1. If the Borrower shall fail to deliver a Compliance Certificate within the number of days required pursuant to clause (g) of Section 7.1.1 (without giving effect to any grace period), the Applicable Term Loan Margin from and including the first day after the date on which such Compliance Certificate was required to be delivered to but not including the date the Borrower delivers to the Administrative Agent a Compliance Certificate shall conclusively equal the highest Applicable Term Loan Margin set forth above.

Changes in the Applicable. Term Loan Margin resulting from a change in the Senior Secured Leverage Ratio shall become effective upon delivery by the Borrower to the Administrative Agent of a new Compliance Certificate pursuant to clause (g) of Section 7.1.

Changes in the Applicable. Commitment Fee resulting from a change in the Leverage Ratio shall become effective upon delivery by Holdings to the Administrative Agent of a new Compliance Certificate pursuant to clause (d) of Section 7.1.

Changes in the Applicable. Margin based upon changes in the Total Net Leverage Ratio shall become effective on the first Business Day following the receipt by the Administrative Agent pursuant to Error! Reference source not found. (in the case of the last fiscal quarter of any fiscal year) or Error! Reference source not found. (in the case of the first three quarters of any fiscal year), as the case may be, of the financial statements of the Borrowers for the Test Period most recently ended, accompanied by a Compliance Certificate in accordance with Error! Reference source not found., demonstrating the computation of the Total Net Leverage Ratio; provided, however, that if an Event of Default shall have occurred, then, at the Administrative Agent’s election, effective as of the date on which such Event of Default occurs and continuing through the date as of which such Event of Default is waived, if any, the Applicable Margin shall equal the highest Applicable Margin specified in the matrix set forth above. Notwithstanding the foregoing provisions, upon the request of the Required Lenders, during any period when the Borrowers have failed to timely deliver the consolidated financial statements referred to in Error! Reference source not found. or Error! Reference source not found., as applicable, accompanied by a Compliance Certificate in accordance with Error! Reference source not found. within one Business Day of when due, the Applicable Margin shall be set at Pricing Level III in the above matrix, regardless of the Total Net Leverage Ratio at such time and in each case shall remain in effect until the first Business Day following the date on which such financial statements are delivered. The above matrix does not modify or waive, in any respect, the rights of the Administrative Agent and the Lenders to charge any default rate of interest or any of the other rights and remedies of the Administrative Agent and the Lenders hereunder.

Changes in the Applicable. Commitment Fee resulting from a change in the Leverage Ratio shall become effective upon delivery by the Parent to the Administrative Agent of a new Compliance Certificate pursuant to clause (c) of Section 7.1. 1. If the Parent shall fail to deliver a Compliance Certificate within the number of days required pursuant to clause (c) of Section 7.1.1 (after giving effect to any grace period), the Applicable Commitment Fee from and including the first day after the date on which such Compliance Certificate was required to be delivered to, but not including the date the Parent delivers to, the Administrative Agent an appropriately completed Compliance Certificate shall conclusively equal the highest Applicable Commitment Fee set forth above.

Changes in the Applicable. Margin for Swing Line Loans, Revolving Loans and Term-A Loans resulting from a change in the Leverage Ratio shall become effective on the first day following delivery by the Borrower to the Administrative Agent of a new Compliance Certificate pursuant to clause (c) of Section