Common use of Execution Copy Clause in Contracts

Execution Copy. Any increase or decrease in the Applicable Margin resulting from a change in the Consolidated Total Debt to Consolidated EBITDA Ratio shall become effective as of the first Business Day immediately following the date Section 8.1 Financials are delivered to the Administrative Agent pursuant to Sections 8.1(a) and 8.1(b); provided that at the option of the Required Lenders, the highest Pricing Level (as set forth in the tables above) shall apply (i) as of the first Business Day after the date on which Section 8.1 Financials were required to have been delivered but have not been delivered pursuant to Section 8.1 and shall continue to so apply to and including the date on which such Financials Section 8.1 Financials are so delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply), and (ii) as of the first Business Day after an Event of Default under Section 10 shall have occurred and be continuing and the Administrative Agent has notified that the highest Pricing Level applies, and shall continue to so apply to but excluding the date on which such Event of Default shall cease to be continuing (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply). In the event that the Administrative Agent and the Borrower determine that any Section 8.1 Financials previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Administrative Agent the correct Section 8.1 Financials for such Applicable Period, (ii) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within 3 Business Days of demand thereof by the Administrative Agent pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with this Agreement. This paragraph shall not limit the rights of the Administrative Agent and Lenders with respect to Section 2.8(c) and Section 10.

Execution Copy. Any increase or decrease Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing in the Applicable Margin resulting from a change in the Consolidated Total Debt to Consolidated EBITDA Ratio shall become effective as of the first Business Day immediately following the date Section 8.1 Financials are delivered available funds to the Administrative Agent pursuant to Sections 8.1(a) and 8.1(b); provided that at the option Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings under Letters of Credit) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent in writing, the aggregate of the Required Lendersamounts so made available in Dollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the highest Pricing Level (as set forth in Administrative Agent may assume that such Lender has made such amount available to the tables above) shall apply (i) as Administrative Agent on such date of the first Business Day after the date on which Section 8.1 Financials were required to have been delivered but have not been delivered pursuant to Section 8.1 and shall continue to so apply to and including the date on which such Financials Section 8.1 Financials are so delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply)Borrowing, and the Administrative Agent, in reliance upon such assumption, may (iiin its sole discretion and without any obligation to do so) as of make available to the first Business Day after an Event of Default under Section 10 shall have occurred and be continuing Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has notified that made available same to the highest Pricing Level appliesBorrower, and shall continue to so apply to but excluding the date on which such Event of Default shall cease to be continuing (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply). In the event that the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower determine that any Section 8.1 Financials previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when shall immediately pay such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the correct Section 8.1 Financials for Borrower, as the case may be, interest on such Applicable Period, (ii) corresponding amount in respect of each day from the Applicable Margin shall be determined as if the Pricing Level for date such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall within 3 Business Days of demand thereof corresponding amount was made available by the Administrative Agent pay to the Administrative Agent Borrower, to the accrued additional interest owing as a result of date such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied corresponding amount is recovered by the Administrative Agent Agent, at a rate per annum equal to (i) if paid by such Lender, the Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest, calculated in accordance with this Agreement. This paragraph shall not limit Section 2.8, for the rights of the Administrative Agent and Lenders with respect to Section 2.8(c) and Section 10respective Loans.