Common use of Inaccurate Financial Statements or Compliance Certificates Clause in Contracts

Inaccurate Financial Statements or Compliance Certificates. If the Administrative Agent and/or any Lender determines that any financial statement, Quarterly Compliance Certificate or Annual Compliance Certificate delivered pursuant to this Agreement is 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 or Unused Facility Fee Rate for any period (an “APPLICABLE PERIOD”) than the Applicable Margin and/or Unused Facility Fee Rate applied for such Applicable Period, and only in such case, then the Borrower shall immediately (i) deliver to the Administrative Agent a corrected compliance certificate for such Applicable Period, (ii) determine the Applicable Margin and Unused Facility Fee Rate for such Applicable Period based on the corrected financial statements and compliance certificate, and (iii) pay to the Administrative Agent for the account of the Lenders the accrued additional interest and/or fees owing as a result of such increased Applicable Margin and/or Unused Facility Fee Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms of this Agreement. This subsection shall not in any way limit the rights of the Administrative Agent and Lenders (x) with respect to Section 2.11(d) or (y) under Article VII.

Inaccurate Financial Statements or Compliance Certificates. If the Administrative Agent and/or any Lender determines that any financial statement, Quarterly Compliance Certificate statement or Annual Compliance Certificate delivered pursuant to this Agreement Section 8.3. is shown to be inaccurate as a result of any action or inaction on the part of the Borrower, and not as a result of any adjustments or modifications in GAAP or any other applicable accounting rules made subsequent to the delivery of any such financial statement or Compliance Certificate having a retroactive effect (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 or Unused Facility Fee Rate for any period (an “APPLICABLE PERIODApplicable Period”) than the Applicable Margin and/or Unused Facility Fee Rate applied for such Applicable Period, and only in such case, then (i) the Borrower shall immediately (i) deliver to the Administrative Agent a corrected compliance certificate for such Applicable Period, (ii) determine the Applicable Margin and Unused Facility Fee Rate correct Compliance Certificate for such Applicable Period based on the corrected financial statements and compliance certificate, and (iiiii) the Borrower shall immediately pay to the Administrative Agent for the account of the Lenders the additional accrued additional interest and/or fees owing as a result of calculated based on such increased higher Applicable Margin and/or Unused Facility Fee Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms of this AgreementSection 3.2. This subsection shall not in any way limit the rights of the Administrative Agent and Lenders (x) with respect to Section 2.11(dthe last sentence of the immediately preceding subsection (a) or (y) under Article VIIX. The Borrower shall not be required to reimburse the Administrative Agent or the Lenders in relation to any recalculation of interest or fees required by this provision at any time after the first anniversary of the Termination Date.

Inaccurate Financial Statements or Compliance Certificates. If the Administrative Agent and/or any Lender determines that any financial statement, Quarterly Compliance Certificate or Annual Compliance Certificate delivered pursuant to this Agreement is 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 or Unused Facility Fee Rate for any period (an “APPLICABLE PERIOD”) than the Applicable Margin and/or Unused Facility Fee Rate applied for such Applicable Period, and only in such case, then the Borrower shall immediately (i) deliver to the Administrative Agent a corrected compliance certificate for such Applicable Period, (ii) determine the Applicable Margin and Unused Facility Fee Rate for such Applicable Period based on the corrected financial statements and compliance certificate, and (iii) pay to the Administrative Agent for the account of the Lenders the accrued additional interest and/or fees owing as a result of such increased Applicable Margin and/or Unused Facility Fee Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms of this Agreement. This subsection shall not in any way limit the rights of the Administrative Agent and Lenders (x) with respect to Section 2.11(d) or (y) under Article VII.

Inaccurate Financial Statements or Compliance Certificates. If the Administrative Agent and/or any Lender determines that any financial statement, Quarterly Compliance Certificate statement or Annual Compliance Certificate delivered pursuant to this Agreement Section 8.3. is shown to be inaccurate (regardless of whether this Agreement or the Commitments are is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin or Unused Facility Fee Rate for any period prior to the Investment Grade Rating Date (an “APPLICABLE PERIODApplicable Period”) than the Applicable Margin and/or Unused Facility Fee Rate applied for such Applicable Period, and only in such case, then (i) the Borrower shall immediately (i) deliver to the Administrative Agent a corrected compliance certificate Compliance Certificate for such Applicable Period, (ii) determine the Applicable Margin and Unused Facility Fee Rate shall be determined on the basis of such corrected Compliance Certificate (as provided in clause (a) of the definition of Applicable Margin) for such Applicable Period based on the corrected financial statements and compliance certificatePeriod, and (iii) the Borrower shall immediately pay to the Administrative Agent for the account of the Lenders the accrued additional interest and/or interest, and accrued fees in respect of Letters of Credit under Section 3.6.(c), owing as a result of calculated based on such increased higher Applicable Margin and/or Unused Facility Fee Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms of this AgreementSection 3.2. This subsection shall not in any way limit the rights of the Administrative Agent and Lenders (x) with respect to Section 2.11(dthe last sentence of the immediately preceding subsection (a) or (y) under Article VII.X. (d) The Credit Agreement is further amended by restating Section 4.1.(a)(iii) thereof in its entirety as follows:

Inaccurate Financial Statements or Compliance Certificates. If the Administrative Agent and/or any Lender determines that any financial statement, Quarterly Compliance Certificate statement or Annual Compliance Certificate delivered pursuant to this Agreement Section 9.3. is shown to be inaccurate as a result of any action or inaction on the part of the Borrower, and not as a result of any adjustments or modifications in GAAP or any other applicable accounting rules made subsequent to the delivery of any such financial statement or Compliance Certificate having a retroactive effect (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 or Unused Facility Fee Rate for any period (an “APPLICABLE PERIODApplicable Period”) than the Applicable Margin and/or Unused Facility Fee Rate applied for such Applicable Period, and only in such case, then (i) the Borrower shall immediately (i) deliver to the Administrative Agent a corrected compliance certificate for such Applicable Period, (ii) determine the Applicable Margin and Unused Facility Fee Rate correct Compliance Certificate for such Applicable Period based on the corrected financial statements and compliance certificate, and (iiiii) the Borrower shall immediately pay to the Administrative Agent for the account of the Lenders the additional accrued additional interest and/or fees owing as a result of calculated based on such increased higher Applicable Margin and/or Unused Facility Fee Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms of this AgreementSection 3.2. This subsection shall not in any way limit the rights of the Administrative Agent and Lenders (x) with respect to Section 2.11(dthe last sentence of the immediately preceding subsection (a) or (y) under Article VIIXI. The Borrower shall not be required to reimburse the Agent or the Lenders in relation to any recalculation of interest or fees required by this provision at any time after the first anniversary of the Termination Date.

Inaccurate Financial Statements or Compliance Certificates. If the Administrative Agent and/or any Lender determines that any financial statement, Quarterly Compliance Certificate statement or Annual Compliance Certificate delivered pursuant to this Agreement Section 8.3. is shown to be inaccurate as a result of any action or inaction on the part of the Borrower, and not as a result of any adjustments or modifications in GAAP or any other applicable accounting rules made subsequent to the delivery of any such financial statement or Compliance Certificate having a retroactive effect (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 or Unused Facility Fee Rate for any period (an “APPLICABLE PERIODApplicable Period”) than the Applicable Margin and/or Unused Facility Fee Rate applied for such Applicable Period, and only in such case, then (i) the Borrower shall immediately (i) deliver to the Administrative Agent a corrected compliance certificate for such Applicable Period, (ii) determine the Applicable Margin and Unused Facility Fee Rate correct Compliance Certificate for such Applicable Period based on the corrected financial statements and compliance certificate, and (iiiii) the Borrower shall immediately pay to the Administrative Agent for the account of the Lenders the additional accrued additional interest and/or fees owing as a result of calculated based on such increased higher Applicable Margin and/or Unused Facility Fee Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms of this AgreementSection 3.2. This subsection shall not in any way limit the rights of the Administrative Agent and Lenders (x) with respect to Section 2.11(dthe last sentence of the immediately preceding subsection (a) or (y) under Article VIIX. The Borrower shall not be required to reimburse the Administrative Agent or the Lenders with respect to a Class of Loans in relation to any recalculation of interest or fees required by this provision at any time after the first anniversary of the Termination Date of such Class of Loans.