Common use of Calculation of Margin Clause in Contracts

Calculation of Margin. (a) Subject to the following provisions of this Clause 8.5, during the period from the date of this Agreement until the Original Final Maturity Date the Margin for any Loan will be 0.275 per cent. per annum. (b) After the Original Final Maturity Date, the Margin for all Loans will, if necessary, be adjusted (upwards or downwards) as provided for in paragraphs (c) and (d) below to the percentage rates per annum set opposite the range into which the Net Consolidated Financial Debt to EBITDA ratio falls, as shown in the most recent Margin Certificate delivered in accordance with Clause 16.2 (Financial information). (c) For the purposes of this Clause 8.5, a Margin Certificate means a certificate, substantially in the form of Schedule 9 (Form of Margin Certificate): (i) where required to be delivered with the Group’s quarterly consolidated financial statements, signed by one of the Company’s Financial Officers; and (ii) where required to be delivered with the Group’s annual consolidated financial statements, signed by the auditors (if so required by the Agent or if not so required, by one of the Company’s Financial Officers), and confirming the ratio of Net Consolidated Financial Debt to EBITDA ratio for the relevant period. For the purposes of calculating EBITDA at the end of any given quarter, the EBITDA for the four consecutive quarters of the Group’s financial year ending at the end of that first mentioned quarter will be used. Below 1.0:1 0.275 Equal to or higher than 1.0:1 and lower than 1.5:1 0.325 Equal to or higher than 1.5:1 and lower than 2.0:1 0.375 Equal to or higher than 2.0:1 and lower than 2.5:1 0.425 Equal to or higher than 2.5:1 and lower than 3.0:1 0.475 (d) Any adjustment to the Margin (whether upwards or downwards) in accordance with paragraphs (b) and (c) above will only apply to the Term of any Loan commencing following receipt of the relevant consolidated financial statements of the Group and the related Margin Certificate. (e) Notwithstanding the provisions of (a) to (d) above: (i) if an Event of Default occurs, the applicable Margin shall with immediate effect be 0.475 per cent. per annum for as long as an Event of Default continues; or (ii) if the long term credit rating assigned to the Company by either ▇▇▇▇▇’▇ or Standard & Poor’s is at any time below Baa3 or BBB- (as applicable) or if at any time both ▇▇▇▇▇’▇ and Standard & Poor’s cease for any reason to assign a long term credit rating to the Company, the applicable Margin will be increased by 0.125 per cent. per annum for as long as, as applicable, either the relevant long term credit rating assigned to the Company is below such rating or no long term credit rating is assigned by the relevant rating agencies to the Company. (f) The ratios and calculations referred to in this Clause 8.5 shall be produced on the basis of the accounting policies as referred to in Clause 16.5 (Accounting policies).

Calculation of Margin. (a) Subject to the following provisions of this Clause 8.511.5, during the period from the date of this Agreement until the Original Final Maturity Date the Margin for any Loan an Advance borrowed on or after the Effective Date will be 0.275 per cent. per annum. (b) After On and from the Original Final Maturity end of the first financial quarter of the Group to end after the Effective Date, the Margin for all Loans Advances will, if necessary, be adjusted (upwards or downwards) as provided for in paragraphs (c) and (d) below below, to the percentage rates per annum set opposite the range into which the Net Consolidated Financial Debt to EBITDA ratio falls, as shown in the most recent Margin Certificate delivered in accordance with under Clause 16.2 20.2 (Financial information). (c) For the purposes of this Clause 8.511.5, a Margin Certificate means a certificate, substantially in the form of Schedule 9 (Form of Margin Certificate): (i) where required to be delivered with the Group’s quarterly consolidated financial statements, signed by one of the Company’s Financial Officers; and (ii) where required Officers relating to be delivered with the end of each quarter of the Group’s annual consolidated financial statements, signed years and by the auditors (if so required by the Agent or if not so required, by one of the Company’s Financial Officers), and ) in respect of a Margin Certificate relating to the end of each of the Group’s financial years confirming the ratio of Net Consolidated Financial Debt to EBITDA ratio for the relevant period. For the purposes of calculating EBITDA at the end of any given quarter, the EBITDA for the four consecutive quarters of the Group’s financial year ending at the end of that first mentioned quarter will be used. Below below 1.0:1 0.275 Equal equal to or higher than 1.0:1 and lower than 1.5:1 0.325 Equal equal to or higher than 1.5:1 and lower than 2.0:1 0.375 Equal equal to or higher than 2.0:1 and lower than 2.5:1 0.425 Equal equal to or higher than 2.5:1 and lower than 3.0:1 0.475 (d) Any adjustment to the Margin (whether upwards or downwards) in accordance with paragraphs (b) and (c) above will only apply to the Term of any Loan Advance commencing following receipt of the relevant consolidated financial statements of the Group and the related Margin Certificate. (e) Notwithstanding the provisions of (a) to (d) above: (i) , if an Event of Default occurs, occurs the applicable Margin shall with immediate effect be 0.475 per cent. per annum for as long as an Event of Default continues; or (ii) if the long term credit rating assigned to the Company by either ▇▇▇▇▇’▇ or Standard & Poor’s is at any time below Baa3 or BBB- (as applicable) or if at any time both ▇▇▇▇▇’▇ and Standard & Poor’s cease for any reason to assign a long term credit rating to the Company, the applicable Margin will be increased by 0.125 per cent. per annum for as long as, as applicable, either the relevant long term credit rating assigned to the Company is below such rating or no long term credit rating is assigned by the relevant rating agencies to the Company. (f) The ratios and calculations referred to in this Clause 8.5 11.5 shall be produced on the basis of the accounting policies as referred to in Clause 16.5 20.5 (Accounting policies).