Common use of Adjustment for Ancillary Facilities Clause in Contracts

Adjustment for Ancillary Facilities. (a) If a notice is served by the Administrative Agent in accordance with the third to last paragraph of Section 8.01 or any event with respect to a Borrower described in Section 8.01(g) or (h) occurs and is continuing (the “Ancillary Facility Adjustment Date”), each Revolving Lender and each Ancillary Lender shall promptly adjust (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Loan Documents relating to Revolving Outstandings) their claims in respect of the Revolving Loans and participations in Letters of Credit and any amounts outstanding to them under each Ancillary Facility to the extent necessary to ensure that after such transfers, the Revolving Outstandings of each Revolving Lender bear the same proportion to the aggregate Revolving Outstandings of all the Lenders as such Lender’s Revolving Exposure bears to the aggregate Revolving Exposure of all the Lenders, each as of such Ancillary Facility Adjustment Date. (b) If an amount outstanding under an Ancillary Facility is a contingent liability and that contingent liability becomes an actual liability or is reduced to zero after the original adjustment is made under paragraph (a) above, then each Revolving Lender and Ancillary Lender will make a further adjustment (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Loan Documents relating to Revolving Outstandings to the extent necessary) to put themselves in the position they would have been in had the original adjustment been determined by reference to the actual liability or, as the case may be, zero liability and not the contingent liability. (c) Any transfer of rights and obligations relating to Revolving Outstandings made pursuant to this Section 8.03 shall be made for a purchase price in cash, payable at the time of transfer, in an amount equal to those Revolving Outstandings. (d) All calculations to be made pursuant to this Section 8.03 shall be made by the Administrative Agent based upon information provided to it by the Revolving Lenders and Ancillary Lenders and the Administrative Agent’s Spot Rate.

Adjustment for Ancillary Facilities. (a) If a notice is served by the Administrative Agent in accordance with the third to last paragraph of Section 8.01 7.2 or any event with respect to a Borrower described in Section 8.01(g) or (h) 7.3 occurs and is continuing (the “Ancillary Facility Adjustment Date”), each Revolving Lender and each Ancillary Lender shall promptly adjust (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Loan Documents relating to Revolving Outstandings) their claims in respect of the Revolving Loans and participations in Letters of Credit and any amounts outstanding to them under each Ancillary Facility to the extent necessary to ensure that after such transfers, the Revolving Outstandings of each Revolving Lender bear the same proportion to the aggregate Revolving Outstandings of all the Lenders as such Lender’s Revolving Exposure bears to the aggregate Revolving Exposure of all the Lenders, each as of such Ancillary Facility Adjustment Date. (b) If an amount outstanding under an Ancillary Facility is a contingent liability and that contingent liability becomes an actual liability or is reduced to zero after the original adjustment is made under paragraph (a) above, then each Revolving Lender and Ancillary Lender will make a further adjustment (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Loan Documents relating to Revolving Outstandings to the extent necessary) to put themselves in the position they would have been in had the original adjustment been determined by reference to the actual liability or, as the case may be, zero liability and not the contingent liability. (c) Any transfer of rights and obligations relating to Revolving Outstandings made pursuant to this Section 8.03 7.7 shall be made for a purchase price in cash, payable at the time of transfer, in an amount equal to those Revolving Outstandings. (d) All calculations to be made pursuant to this Section 8.03 7.7 shall be made by the Administrative Agent based upon information provided to it by the Revolving Lenders and Ancillary Lenders and the Administrative Agent’s Spot Rate. (e) Prior to the application of the foregoing, the Ancillary Lenders shall have set off any available credit balances in relation to any Ancillary Facilities comprising a multi-account overdraft facility.

Adjustment for Ancillary Facilities. (a) If a notice is served by the Administrative Agent in accordance with the third to last paragraph of Section 8.01 8.02 or any event with respect to a the Borrower described in Section 8.01(g) or (h8.01(f) occurs and is continuing (the “Ancillary Facility Adjustment Date”), each Revolving Credit Lender and each Ancillary Lender shall promptly adjust (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Loan Documents relating to Revolving OutstandingsCredit Exposure) their claims in respect of the Revolving Credit Loans and participations in Letters of Credit and any amounts outstanding to them under each Ancillary Facility to the extent necessary to ensure that after such transfers, the Revolving Outstandings of each Revolving Credit Lender bear the same proportion to the aggregate Total Revolving Outstandings of all the Lenders as such Lender’s Revolving Credit Exposure bears to the aggregate Revolving Credit Exposure of all the Lendershereunder, each as of such Ancillary Facility Adjustment Date. (b) If an amount outstanding under an Ancillary Facility is a contingent liability and that contingent liability becomes an actual liability or is reduced to zero after the original adjustment is made under paragraph (a) above, then each Revolving Credit Lender and Ancillary Lender will make a further adjustment (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Loan Documents relating to Revolving Outstandings to the extent necessary) to put themselves in the position they would have been in had the original adjustment been determined by reference to the actual liability or, as the case may be, zero liability and not the contingent liability. (c) Any transfer of rights and obligations relating to Revolving Outstandings made pursuant to this Section 8.03 8.06 shall be made for a purchase price in cash, payable at the time of transfer, in an amount equal to those Revolving Outstandings. (d) All calculations to be made pursuant to this Section 8.03 8.06 shall be made by the Administrative Agent based upon information provided to it by the Revolving Credit Lenders and Ancillary Lenders and and, for purposes of this Section 8.06, amounts in currencies other than Dollars shall be translated into Dollars at the Administrative Agent’s Spot Rateapplicable Exchange Rates used in preparing the most recently delivered Section 6.01 Financials on or prior to such date.

Adjustment for Ancillary Facilities. upon acceleration (a) If In this Clause 6.6: 124 Outstandings means, in relation to a notice is served by Lender, the Administrative Agent aggregate of: APJ/MSXM/076001.00588/80174749.8Page 35 (a) its participation in accordance each Loan then outstanding (together with the third aggregate amount of all accrued interest, fees and commission owed to last paragraph it as a Lender); and (b) if the Lender is also an Ancillary Lender, the Ancillary Outstandings in respect of Section 8.01 Ancillary Facilities provided by that Ancillary Lender (or by its Affiliate) (together with the aggregate amount of all accrued interest, fees and commission owed to it (or to its Affiliate) as an Ancillary Lender in respect of the Ancillary Facility); and 125 Total Outstandings means the aggregate of all Outstandings. (b) If the Agent exercises any event with respect of its rights under Clause 23.13 (Acceleration) (other than declaring Loans to a Borrower described in Section 8.01(g) or (h) occurs and is continuing (the “Ancillary Facility Adjustment Date”be due on demand), each Revolving Lender and each Ancillary Lender shall promptly adjust (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Loan Finance Documents relating to Revolving the Outstandings) their claims in respect of the Revolving Loans and participations in Letters of Credit and any amounts outstanding to them under the Facility and each Ancillary Facility to the extent necessary to ensure that after such transfers, transfers the Revolving Outstandings of each Revolving Lender bear the same proportion to the aggregate Revolving Total Outstandings of all the Lenders as such Lender’s Revolving Exposure 's Xxxxxtment bears to the aggregate Revolving Exposure of all the LendersTotal Commitments, each as of such Ancillary Facility Adjustment Dateat the date the Agent exercises the relevant right(s) under 23.13 (Acceleration). (bc) If an amount outstanding under an Ancillary Facility is a contingent liability and that contingent liability becomes an actual liability or is reduced to zero after the original adjustment is made under paragraph (ab) above, then each Revolving Lender and Ancillary Lender will make a further adjustment (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Loan Finance Documents relating to Revolving Outstandings to the extent necessary) to put themselves in the position they would have been in had the original adjustment been determined by reference to the actual liability or, as the case may be, zero liability and not the contingent liability. (cd) Any transfer of rights and obligations relating to Revolving Outstandings made pursuant to this Section 8.03 Clause 6.6 shall be made for a purchase price in cash, payable at the time of transfer, in an amount equal to those Revolving OutstandingsOutstandings (less any accrued interest, fees and commission to which the transferor will remain entitled to receive notwithstanding that transfer, pursuant to Clause 24.10 (Pro rata interest settlement)). (de) Prior to the application of the provisions of paragraph (b) above, an Ancillary Lender that has provided a Multi-account Overdraft shall set-off any Available Credit Balance on any account comprised in that Multi-account Overdraft. (f) All calculations to be made pursuant to this Section 8.03 Clause 6.6 shall be made by the Administrative Agent based upon information provided to it by the Revolving Lenders and Ancillary Lenders and the Administrative Agent’s Spot RateLenders.

Adjustment for Ancillary Facilities. (a) If a notice is served by the Administrative Agent in accordance with the third to last paragraph of Section 8.01 or any event with respect to a Borrower described in CREDIT AGREEMENT, Page 156 Section 8.01(g) or (h) occurs and is continuing (the “Ancillary Facility Adjustment Date”), each Revolving Lender and each Ancillary Lender shall promptly adjust (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Loan Documents relating to Revolving Outstandings) their claims in respect of the Revolving Loans and participations in Letters of Credit and any amounts outstanding to them under each Ancillary Facility to the extent necessary to ensure that after such transfers, the Revolving Outstandings of each Revolving Lender bear the same proportion to the aggregate Revolving Outstandings of all the Lenders as such Lender’s Revolving Exposure bears to the aggregate Revolving Exposure of all the Lenders, each as of such Ancillary Facility Adjustment Date. (b) If an amount outstanding under an Ancillary Facility is a contingent liability and that contingent liability becomes an actual liability or is reduced to zero after the original adjustment is made under paragraph (a) above, then each Revolving Lender and Ancillary Lender will make a further adjustment (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Loan Documents relating to Revolving Outstandings to the extent necessary) to put themselves in the position they would have been in had the original adjustment been determined by reference to the actual liability or, as the case may be, zero liability and not the contingent liability. (c) Any transfer of rights and obligations relating to Revolving Outstandings made pursuant to this Section 8.03 shall be made for a purchase price in cash, payable at the time of transfer, in an amount equal to those Revolving Outstandings. (d) All calculations to be made pursuant to this Section 8.03 shall be made by the Administrative Agent based upon information provided to it by the Revolving Lenders and Ancillary Lenders and the Administrative Agent’s Spot Rate.

Adjustment for Ancillary Facilities. (a) If a notice is served by the Administrative Agent in accordance with the third to last paragraph (ii) of Section 8.01 8.02 (or the proviso to Section 8.02 becomes applicable as a consequence of the occurrence of any event with respect to a Borrower described in Section 8.01(g8.01(f) or (hg) occurs and which is continuing continuing) (the “Ancillary Facility Adjustment Date”), each Revolving Credit Lender and each Ancillary Lender shall promptly adjust (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Loan Documents relating to Revolving OutstandingsCredit Exposure) their claims in respect of the Revolving Credit Loans and participations in Letters of Credit and any amounts outstanding to them under each Ancillary Facility to the extent necessary to ensure that after such transfers, the Revolving Outstandings of each Revolving Credit Lender bear the same proportion to the aggregate Total Revolving Outstandings of all the Lenders as such Lender’s Revolving Credit Exposure bears to the aggregate Revolving Credit Exposure of all the Lendershereunder, each as of such Ancillary Facility Adjustment Date. (b) If an amount outstanding under an Ancillary Facility is a contingent liability and that contingent liability becomes an actual liability or is reduced to zero after the original adjustment is made under paragraph (a) above, then each Revolving Credit Lender and Ancillary Lender will make a further adjustment (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Loan Documents relating to Revolving Outstandings to the extent necessary) to put themselves in the position they would have been in had the original adjustment been determined by reference to the actual liability or, as the case may be, zero liability and not the contingent liability. (c) Any transfer of rights and obligations relating to Revolving Outstandings made pursuant to this Section 8.03 8.08 shall be made for a purchase price in cash, payable at the time of transfer, in an amount equal to those Revolving Outstandings. (d) All calculations to be made pursuant to this Section 8.03 8.08 shall be made by the Administrative Agent based upon information provided to it by the Revolving Credit Lenders and Ancillary Lenders and the Administrative Agent’s Spot Exchange Rate.

Adjustment for Ancillary Facilities. (a) If a notice is served by the Administrative Agent in accordance with the third to last paragraph of Section 8.01 or any event with respect to a Borrower described in Section 8.01(g) or (h) occurs and is continuing (the “Ancillary Facility Adjustment Date”), each Revolving Lender and each Ancillary Lender shall promptly adjust (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Loan Documents relating to Revolving Outstandings) their claims in respect of the Revolving Loans and participations in Letters of Credit and any amounts outstanding to them under each Ancillary Facility to the extent necessary to ensure that after such transfers, the Revolving Outstandings of each Revolving Lender bear the same proportion to the aggregate Revolving Outstandings of all the Lenders as such Lender’s Revolving Exposure bears to the aggregate Revolving Exposure of all the Lenders, each as of such Ancillary Facility Adjustment Date. (b) If an amount outstanding under an Ancillary Facility is a contingent liability and that contingent liability becomes an actual liability or is reduced to zero after the original adjustment is made under paragraph (a) above, then each Revolving Lender and Ancillary Lender will make a further adjustment (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Loan Documents relating to Revolving Outstandings to the extent necessary) to put themselves in the position they would have been in had the original adjustment been determined by reference to the actual liability or, as the case may be, zero liability and not the contingent liability. (c) Any transfer of rights and obligations relating to Revolving Outstandings made pursuant to this Section 8.03 shall be made for a purchase price in cash, payable at the time of transfer, in an amount equal to those Revolving Outstandings. (d) All calculations to be made pursuant to this Section 8.03 shall be made by the Administrative Agent based upon information provided to it by the Revolving Lenders and Ancillary Lenders and the Administrative Agent’s Spot Rate.. CREDIT AGREEMENT, Page 132