Common use of Retroactive Adjustments Clause in Contracts

Retroactive Adjustments. If, as a result of any restatement of or other adjustment to the financial statements of the Company and its Subsidiaries or for any other reason, it is determined that (i) the Total Leverage Ratio as calculated by the Company 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 Company shall immediately (unless a later date is agreed upon by the Administrative Agent in its sole discretion) and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the Issuing Lender, as the case may be, 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 Company under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the 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 shall not limit the rights of the Administrative Agent, any Lender or the Issuing Lender, as the case may be, under any provision of this Agreement to payment of any Obligations hereunder at the rate set forth in Section 2.10(c) above or under Article VIII. The Company’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

Retroactive Adjustments. If, as a result of any restatement of or other adjustment to the financial statements of the Company and its Subsidiaries Borrower or for any other reason, it is determined the Borrower or the Lenders determine that (i) the Total Consolidated Leverage Ratio as calculated by the Company 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, the Company Borrower shall immediately (unless a later date is agreed upon by the Administrative Agent in its sole discretion) and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the Issuing LenderL/C Issuer, as the case may be, 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 Company Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the Issuing 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 shall not limit the rights of the Administrative Agent, any Lender or the Issuing LenderL/C Issuer, as the case may be, under any provision of this Agreement to payment of any Obligations hereunder at the rate set forth in Section 2.10(c2.03(c)(iii), 2.03(i) above or 2.08(b) or under Article VIII. The CompanyBorrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.