Common use of Retroactive Adjustments of Applicable Rate Clause in Contracts

Retroactive Adjustments of Applicable Rate. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Total Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender, any Issuing Lender or any Swingline Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender, any Issuing Lender or any Swingline Lender, as the case may be, under Section 2.05(i), 2.11(b) or 2.12(c) or under Article VII. The Borrower’s obligations under this paragraph shall not terminate until the payment by the Borrower of the principal of and interest on the Loans and all other outstanding obligations owing by it under the Loan Documents, the expiration or termination of all Letters of Credit and the expiration or termination of the Commitments if at such time no demand shall have been made for payment (and no amount shall have become automatically due) under this paragraph (f).

Retroactive Adjustments of Applicable Rate. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower GEO or for any other reason, GEO, the Borrower Administrative Agent or the Lenders determine that (i) the Total Leverage Ratio or the First Lien Leverage Ratio as calculated by the Borrower GEO as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio or the First Lien Leverage Ratio would have resulted in higher pricing for such period, GEO or the Borrower Borrowers, as applicable, shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender, any Issuing Lender or any Swingline Issuing Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph Section 2.12(f) shall not limit the rights of the Administrative Agent, any Lender, any Issuing Lender or any Swingline Issuing Lender, as the case may be, under Section 2.05(i), 2.11(a), 2.11(b) or 2.12(c) or under Article VII. The BorrowerGEO’s or the Borrowers’ respective obligations under this paragraph Section 2.12(f) shall not terminate until the payment by GEO or the Borrower Borrowers, as applicable, of the principal of and interest on the applicable Loans and all other outstanding obligations owing by it them under the Loan Documents, the expiration or termination of all Letters of Credit and the expiration or termination of the Commitments if at such time no demand shall have been made for payment (and no amount shall have become automatically due) under this paragraph (fSection 2.12(f).

Retroactive Adjustments of Applicable Rate. If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Total Leverage Consolidated Net Funded Debt to EBITDA Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Consolidated Net Funded Debt to EBITDA Ratio would have resulted in higher pricing for such period, (A) the US Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersUS Lenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent and (B) each Canadian Borrower shall immediately and retroactively be obligated to pay to the Canadian Lender promptly on demand by the Canadian Lender (or, in each case, after the occurrence of an actual or deemed entry of an order for relief with respect to the US Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any the Canadian Lender, any Issuing US Lender or any Swingline LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph subsection shall not limit the rights of the Administrative Agent, any the Canadian Lender, any Issuing US Lender or any Swingline LenderL/C Issuer, as the case may be, under Section 2.05(i2.04(c)(iii), 2.11(b2.04(h) or 2.12(c2.09(c) or under Article VIIVIII. The US Borrower’s obligations under this paragraph shall not terminate until survive the payment by the Borrower of the principal of and interest on the Loans and all other outstanding obligations owing by it under the Loan Documents, the expiration or termination of all Letters of Credit and the expiration or termination of the Aggregate Commitments if at such time no demand shall have been made for payment (A-1, the termination of the Aggregate Commitments A-2, the repayment of all other Obligations hereunder and no amount shall have become automatically due) the termination of this Agreement and each Canadian Borrower’s obligations under this paragraph (f)shall survive the termination of the Canadian Commitment, the repayment of all other Obligations hereunder and the termination of this Agreement.

Retroactive Adjustments of Applicable Rate. If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Total Consolidated Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Consolidated Leverage Ratio would have resulted in higher pricing for such period, (A) the US Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersUS Lenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent and (B) each Canadian Borrower shall immediately and retroactively be obligated to pay to the Canadian Lender promptly on demand by the Canadian Lender (or, in each case, after the occurrence of an actual or deemed entry of an order for relief with respect to the US Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any the Canadian Lender, any Issuing US Lender or any Swingline LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph subsection shall not limit the rights of the Administrative Agent, any the Canadian Lender, any Issuing US Lender or any Swingline LenderL/C Issuer, as the case may be, under Section 2.05(i2.04(c)(iii), 2.11(b2.04(h) or 2.12(c2.09(c) or under Article VIIVIII. The US Borrower’s obligations under this paragraph shall not terminate until survive the payment by the Borrower of the principal of and interest on the Loans and all other outstanding obligations owing by it under the Loan Documents, the expiration or termination of all Letters of Credit and the expiration or termination of the Commitments if at such time no demand shall have been made for payment (Aggregate Commitments, the repayment of all other Obligations hereunder and no amount shall have become automatically due) the termination of this Agreement and each Canadian Borrower’s obligations under this paragraph (f)shall survive the termination of the Canadian Commitment, the repayment of all other Obligations hereunder and the termination of this Agreement.

Retroactive Adjustments of Applicable Rate. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower GEO or for any other reason, the Borrower GEO or the Lenders determine that (i) the Total Leverage Ratio as calculated by the Borrower GEO as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such period, GEO or the Borrower Borrowers, as applicable, shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender, any Issuing Lender or any Swingline Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph Section 2.12(f) shall not limit the rights of the Administrative Agent, any Lender, any Issuing Lender or any Swingline Lender, as the case may be, under Section 2.05(i), 2.11(a), 2.11(b), 2.11(c), 2.11(d) or 2.12(c) or under Article VII. The Borrower’s Borrowers’ obligations under this paragraph Section 2.12(f) shall not terminate until the payment by the Borrower Borrowers of the principal of and interest on the Loans and all other outstanding obligations owing by it them under the Loan Documents, the expiration or termination of all Letters of Credit and the expiration or termination of the Commitments if at such time no demand shall have been made for payment (and no amount shall have become automatically due) under this paragraph (fSection 2.12(f).

Retroactive Adjustments of Applicable Rate. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower GEO or for any other reason, GEO, the Borrower Administrative Agent or the Lenders determine that (i) the Total Leverage Ratio or the First Lien Leverage Ratio as calculated by the Borrower GEO as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio or the First Lien Leverage Ratio would have resulted in higher pricing for such period, GEO or the Borrower Borrowers, as applicable, shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender, any Issuing Lender or any the Swingline Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph Section 2.12(f) shall not limit the rights of the Administrative Agent, any Lender, any Issuing Lender or any the Swingline Lender, as the case may be, under Section 2.05(i), 2.11(a), 2.11(b) or 2.12(c) or under Article VII. The BorrowerGEO’s or the Borrowers’ respective obligations under this paragraph Section 2.12(f) shall not terminate until the payment by GEO or the Borrower Borrowers, as applicable, of the principal of and interest on the applicable Loans and all other outstanding obligations owing by it them under the Loan Documents, the expiration or termination of all Letters of Credit and the expiration or termination of the Commitments if at such time no demand shall have been made for payment (and no amount shall have become automatically due) under this paragraph (fSection 2.12(f).

Retroactive Adjustments of Applicable Rate. If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Total Leverage Consolidated Funded Debt to EBITDA Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Consolidated Funded Debt to EBITDA Ratio would have resulted in higher pricing for such period, (A) the US Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersUS Lenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent and (B) each Canadian Borrower shall immediately and retroactively be obligated to pay to the Canadian Lender promptly on demand by the Canadian Lender (or, in each case, after the occurrence of an actual or deemed entry of an order for relief with respect to the US Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any the Canadian Lender, any Issuing US Lender or any Swingline LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph subsection shall not limit the rights of the Administrative Agent, any the Canadian Lender, any Issuing US Lender or any Swingline LenderL/C Issuer, as the case may be, under Section 2.05(i2.04(c)(iii), 2.11(b2.04(h) or 2.12(c2.09(c) or under Article VIIVIII. The US Borrower’s obligations under this paragraph shall not terminate until survive the payment by the Borrower of the principal of and interest on the Loans and all other outstanding obligations owing by it under the Loan Documents, the expiration or termination of all Letters of Credit and the expiration or termination of the Commitments if at such time no demand shall have been made for payment (Aggregate Commitments, the repayment of all other Obligations hereunder and no amount shall have become automatically due) the termination of this Agreement and each Canadian Borrower’s obligations under this paragraph (f)shall survive the termination of the Canadian Commitment, the repayment of all other Obligations hereunder and the termination of this Agreement.

Retroactive Adjustments of Applicable Rate. If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Total Consolidated Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Consolidated Leverage Ratio would have resulted in higher pricing for such period, (A) the US Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersUS Lenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent and (B) each Canadian Borrower shall immediately and retroactively be obligated to pay to the Canadian Lender promptly on demand by the Canadian Lender (or, in each case, after the occurrence of an actual or deemed entry of an order for relief with respect to the US Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any the Canadian Lender, any Issuing US Lender or any Swingline LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph subsection shall not limit the rights of the Administrative Agent, any the Canadian Lender, any Issuing US Lender or any Swingline LenderL/C Issuer, as the case may be, under Section 2.05(i2.04(c)(iii), 2.11(b2.04(h) or 2.12(c2.09(c) or under Article VIIVIII. The US Borrower’s obligations under this paragraph shall not terminate until survive the payment by the Borrower of the principal of and interest on the Loans and all other outstanding obligations owing by it under the Loan Documents, the expiration or termination of all Letters of Credit and the expiration or termination of the Aggregate Commitments if at such time no demand shall have been made for payment (and no amount shall have become automatically due) the repayment of all other Obligations hereunder and each Canadian Borrower’s obligations under this paragraph (f)shall survive the termination of the Canadian Commitment and the repayment of all other Obligations hereunder.

Retroactive Adjustments of Applicable Rate. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower GEO or for any other reason, the Borrower GEO or the Lenders determine that (i) the Total Leverage Ratio as calculated by the Borrower GEO as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such period, GEO or the Borrower Borrowers, as applicable, shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender, any Issuing Lender or any Swingline Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph Section 2.12(f) shall not limit the rights of the Administrative Agent, any Lender, any Issuing Lender or any Swingline Lender, as the case may be, under Section 2.05(i), 2.11(b) or 2.12(c) or under Article VII. The Borrower’s Borrowers’ obligations under this paragraph Section 2.12(f) shall not terminate until the payment by the Borrower Borrowers of the principal of and interest on the Loans and all other outstanding obligations owing by it under the Loan Documents, the expiration or termination of all Letters of Credit and the expiration or termination of the Commitments if at such time no demand shall have been made for payment (and no amount shall have become automatically due) under this paragraph (fSection 2.12(f).

Retroactive Adjustments of Applicable Rate. If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Total Consolidated Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Consolidated Leverage Ratio would have resulted in higher pricing for such period, (A) the US Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable LendersUS Lenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent and (B) each Canadian Borrower shall immediately and retroactively be obligated to pay to the Canadian Lender promptly on demand by the Canadian Lender (or, in each case, after the occurrence of an actual or deemed entry of an order for relief with respect to the US Borrower under the Bankruptcy Code of the United States, automatically and DWT 16166918v15 4900000-001225 without further action by the Administrative Agent, any the Canadian Lender, any Issuing US Lender or any Swingline LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph subsection shall not limit the rights of the Administrative Agent, any the Canadian Lender, any Issuing US Lender or any Swingline LenderL/C Issuer, as the case may be, under Section 2.05(i2.04(c)(iii), 2.11(b2.04(h) or 2.12(c2.09(c) or under Article VIIVIII. The US Borrower’s obligations under this paragraph shall not terminate until survive the payment by the Borrower of the principal of and interest on the Loans and all other outstanding obligations owing by it under the Loan Documents, the expiration or termination of all Letters of Credit and the expiration or termination of the Aggregate Commitments if at such time no demand shall have been made for payment (and no amount shall have become automatically due) the repayment of all other Obligations hereunder and each Canadian Borrower’s obligations under this paragraph (f)shall survive the termination of the Canadian Commitment and the repayment of all other Obligations hereunder.