Adjustments Among Lenders. (a) Each Lender agrees that, after an acceleration pursuant to Section 12.2, it will at any time or from time to time upon the request of the Agent as required by any Lender purchase portions of the Advances made available by the other Lenders which remain outstanding and make any other adjustments which may be necessary or appropriate, in order that the amount of Advances made available by each Lender which remain outstanding, as adjusted pursuant to this Section 13.17, will be in the same proportion as the Individual Commitment Amount of such Lender is to the Commitment Amount. (b) The Lenders agree that, after an acceleration pursuant to Section 12.2, the amount of any repayment made by the Borrower under the Loan Documents, the Operating Credit Agreement or the Lender Risk Management Agreements (including pursuant to any Risk Management Liens securing Lender Risk Management Obligations) and the amount of any proceeds from the exercise of any rights or remedies of the Lenders thereunder which are to be applied against amounts owing thereunder, will be so applied in a manner so that to the extent possible the amount of Advances made available by each Lender which remain outstanding after giving effect to such application will be in the same proportion as the Individual Commitment Amount of such Lender is to the Commitment Amount. (c) Notwithstanding anything contained in this Section 13.17, there shall not be taken into account for the purposes of computing any amount payable to any Lender pursuant to this Section 13.17 any amount which a Lender receives as a result of any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any monies owing by the Borrower to such Lender other than on account of liabilities arising under the Loan Documents, the Operating Credit Agreement or the Lender Risk Management Agreements; provided that, if at any time a Lender (the "Purchasing Bank") receives any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) (an "Amount") on account of the Obligations, the Operating Obligations or the Lender Risk Management Obligations (including, without limitation, as a result of exercising any Risk Management Liens in favour of a Lender), the Purchasing Bank shall purchase from the other Lenders (in accordance with their respective Individual Commitment Amounts in relation to the Commitment Amount) pursuant to Section 13.17(a), an amount of Advances owing to each other Lender that is equal to the same proportion as that Lender's Individual Commitment Amount is to the Commitment Amount. (d) The Borrower agrees to be bound by and, at the request of the Agent, to do all things reasonably necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to Section 2.4(b) and this Section 13.17 but shall incur no increased liabilities or costs by reason thereof. Execution Form CAL_LAW\ 1265540\5 (e) For the purposes of this Section 13.17, the Individual Commitment Amount of BNS and the Commitment Amount shall include the amount of the Operating Commitment, and the Advances of BNS shall include the Operating Obligations.
Appears in 1 contract
Adjustments Among Lenders. (a) Each Lender agrees that, after an acceleration pursuant to Section 12.2, it will at any time or from time to time upon the request of the Agent as required by any Lender purchase portions of the Advances made available by the other Lenders which remain outstanding and make any other adjustments which may be necessary or appropriate, in order that the amount of Advances made available by each Lender which remain outstanding, as adjusted pursuant to this Section 13.17, will be in the same proportion as the Individual Commitment Amount of such Lender is to the Commitment Amount.
(b) The Lenders agree that, after an acceleration pursuant to Section 12.2, the amount of any repayment made by the Borrower under the Loan Documents, the Operating Credit Agreement or the Lender Risk Management Agreements (including pursuant to any Risk Management Liens securing Lender Risk Management Obligations) and the amount of any proceeds from the exercise of any rights or remedies of the Lenders thereunder which are to be applied against amounts owing thereunder, will be so applied in a manner so that to the extent possible the amount of Advances made available by each Lender which remain outstanding after giving effect to such application will be in the same proportion as the Individual Commitment Amount of such Lender is to the Commitment Amount.
(c) Notwithstanding anything contained in this Section 13.17, there shall not be taken into account for the purposes of computing any amount payable to any Lender pursuant to this Section 13.17 any amount which a Lender receives as a result of any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any monies owing by the Borrower to such Lender other than on account of liabilities arising under the Loan Documents, the Operating Credit Agreement or the Lender Risk Management Agreements; provided that, if If at any time a Lender (the "“Purchasing Bank"Lender”) receives any payment (whether voluntary, involuntary, through the exercise of any right of set-off, off or otherwise) (an "“Amount"”) on account of the Obligations, the Operating Obligations or the Lender Risk Management Secured Obligations (including, without limitation, as a result of exercising any Risk Management Hedge Liens in favour of a Lender), ) which results in the Purchasing Bank Lender receiving a payment or other reduction in the proportion of the aggregate amount of Accommodation provided by it greater than its Pro Rata Share, then the Purchasing Lender shall notify the Agent of that fact and purchase from (for cash at face value) participations in the Accommodation provided by other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments or reductions shall be shared by the Lenders based on their Pro Rata Share, provided that:
(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest;
(ii) the provisions of this Section shall not be construed to apply to any payment made by the Borrower or any Guarantor pursuant to and in accordance with their respective Individual Commitment Amounts the express terms of this Agreement; and
(iii) the provisions of this Section shall not be construed to apply to (w) any payment made while no Event of Default has occurred and is continuing in relation respect of obligations of the Borrower to such Lender that do not arise under or in connection with the Loan Documents, (x) any payment made in respect of an obligation that is secured by a Permitted Encumbrance or that is otherwise entitled to priority over the Secured Obligations, (y) any reduction arising from an amount owing to the Commitment AmountBorrower or a Guarantor upon the termination of Hedge Transactions entered into between the Borrower or a Guarantor and a Secured Hedge Counterparty, or (z) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender. The Borrower consents to the foregoing and agrees, to the extent they may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to Section 13.17(a), an the foregoing arrangements may exercise against the Borrower and any Guarantor rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or any Guarantor in the amount of Advances owing to each other Lender that is equal to the same proportion as that Lender's Individual Commitment Amount is to the Commitment Amountsuch participation.
(db) The Borrower agrees to be bound by and, at the request of the Agent, to do all things reasonably necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to Section 2.4(b) and this Section 13.17 13.16 but shall incur no increased liabilities or costs by reason thereof. Execution Form CAL_LAW\ 1265540\5 .
(ec) For the purposes of this Section 13.1713.16, the Individual Commitment Amount Commitments of BNS the Operating Lender provided hereunder and the Commitment Amount Aggregate Commitments shall include the amount of the Operating Commitment, and the Advances Accommodations of BNS the Operating Lender provided hereunder shall include the outstanding principal amount of the Operating Obligations.
(d) For the purposes of Section 13.16(a), the term “Lenders” shall be deemed to include any Secured Hedge Counterparties contemplated by paragraph 9(b) of the definition of such term, and the “Aggregate Commitments”, the “Commitments” of each Lender shall include the Secured Hedge Obligations, and “Pro Rata Share” shall be calculated accordingly. Each Secured Hedge Counterparty shall, promptly upon calculating the amount of the Secured Hedge Obligations under its relevant Secured Hedge Agreements, deliver to the Agent the amount thereof and reasonable details of the calculation thereof, together with true copies of all Secured Hedge Agreements to which it is party.
(e) Notwithstanding anything contained in this Section 13.16, there shall not be taken into account for the purposes of computing any amount payable to any Lender pursuant to this Section 13.16 any amount which a Lender receives as a result of any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any monies owing by the Borrower to such Lender other than on account of Secured Obligations.
Appears in 1 contract
Samples: Syndicated Credit Agreement (Advantage Oil & Gas Ltd.)
Adjustments Among Lenders. (a) Each Notwithstanding anything herein to the contrary contained in this Financing Agreement, prior to the occurrence of an Event of Default, in the event that any Lender agrees thatshall obtain payment in respect of a Revolving Credit Note, after an acceleration pursuant or interest thereon or upon or following on Event of Default, in the event any Lender shall obtain payment in respect of a Revolving Credit Note, or interest thereon, or receive any Collateral or proceeds thereof with respect to Section 12.2any Revolving Credit Note, it will at whether voluntarily or involuntarily, and whether through the exercise of a right of banker’s Lien, set-off or counterclaim against the applicable Borrower or otherwise, in a greater proportion than any time or from time to time upon the request such payment obtained by any other Lender in respect of the Agent corresponding Revolving Credit Note held by such Lender, then the Lender so receiving such greater proportionate payment or such greater proportionate amount of Collateral in the case of an occurrence of an Event of Default shall purchase for cash from the other Lender or Lenders such portion of each such other Lender or Lenders’ Revolving Credit Loan as required by any appropriate, as shall be necessary to cause such Lender purchase portions of receiving the Advances made available by proportionate overpayment to share the excess payment with each Lender or shall provide the other Lenders which remain outstanding and make with the benefits of any other adjustments which may such Collateral, or the proceeds thereof, as shall be necessary to cause such Lender receiving the proportionate overpayment to share the excess payment or appropriate, benefits of such Collateral or proceeds ratably with each Lender in order that the amount case of Advances made available an occurrence of an Event of Default. Upon or following an Event of Default payments on any Revolving Credit Note received by each Lender which remain outstanding, as adjusted pursuant to this Section 13.17, will and receipt of Collateral by each Lender shall be in the same proportion as the Individual Commitment Amount of proportion of: (a) the Obligations owing to such Lender is in respect of all Revolving Credit Notes held by such Lender; to the Commitment Amount.
(b) The Lenders agree that, after an acceleration pursuant the Obligations owing to Section 12.2, the amount of any repayment made by the Borrower under the Loan Documents, the Operating Credit Agreement or the Lender Risk Management Agreements (including pursuant to any Risk Management Liens securing Lender Risk Management Obligations) and the amount of any proceeds from the exercise of any rights or remedies all of the Lenders thereunder which are in respect of all of the Revolving Credit Notes; provided, however, that, with respect to the two paragraphs above, if all or any portion of such excess payment or benefits is thereafter recovered from the Lender that received the proportionate overpayment, such purchase of Obligations or payment of benefits, as the case may be, shall be applied against amounts owing thereunderrescinded, will be so applied in a manner so that and the purchase price and benefits returned, to the extent possible the amount of Advances made available by each Lender which remain outstanding after giving effect to such application will be in the same proportion as the Individual Commitment Amount of such Lender is to the Commitment Amountrecovery, but without interest.
(c) Notwithstanding anything contained in this Section 13.17, there shall not be taken into account for the purposes of computing any amount payable to any Lender pursuant to this Section 13.17 any amount which a Lender receives as a result of any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any monies owing by the Borrower to such Lender other than on account of liabilities arising under the Loan Documents, the Operating Credit Agreement or the Lender Risk Management Agreements; provided that, if at any time a Lender (the "Purchasing Bank") receives any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) (an "Amount") on account of the Obligations, the Operating Obligations or the Lender Risk Management Obligations (including, without limitation, as a result of exercising any Risk Management Liens in favour of a Lender), the Purchasing Bank shall purchase from the other Lenders (in accordance with their respective Individual Commitment Amounts in relation to the Commitment Amount) pursuant to Section 13.17(a), an amount of Advances owing to each other Lender that is equal to the same proportion as that Lender's Individual Commitment Amount is to the Commitment Amount.
(d) The Borrower agrees to be bound by and, at the request of the Agent, to do all things reasonably necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to Section 2.4(b) and this Section 13.17 but shall incur no increased liabilities or costs by reason thereof. Execution Form CAL_LAW\ 1265540\5 (e) For the purposes of this Section 13.17, the Individual Commitment Amount of BNS and the Commitment Amount shall include the amount of the Operating Commitment, and the Advances of BNS shall include the Operating Obligations.
Appears in 1 contract
Adjustments Among Lenders. (a) Each Notwithstanding anything herein to the contrary contained in this Financing Agreement, prior to the occurrence of an Event of Default, in the event that any Lender agrees thatshall obtain payment in respect of a Revolving Credit Note, after an acceleration pursuant or interest thereon or upon or following on Event of Default, in the event any Lender shall obtain payment in respect of a Revolving Credit Note, or interest thereon, or receive any Collateral or proceeds thereof with respect to Section 12.2any Revolving Credit Note, it will at whether voluntarily or involuntarily, and whether through the exercise of a right of banker's Lien, set-off or counterclaim against the applicable Borrower or otherwise, in a greater proportion than any time or from time to time upon the request such payment obtained by any other Lender in respect of the Agent corresponding Revolving Credit Note held by such Lender, then the Lender so receiving such greater proportionate payment or such greater proportionate amount of Collateral in the case of an occurrence of an Event of Default shall purchase for cash from the other Lender or Lenders such portion of each such other Lender or Lenders' Revolving Credit Loan as required by any appropriate, as shall be necessary to cause such Lender purchase portions of receiving the Advances made available by proportionate overpayment to share the excess payment with each Lender or shall provide the other Lenders which remain outstanding and make with the benefits of any other adjustments which may such Collateral, or the proceeds thereof, as shall be necessary to cause such Lender receiving the proportionate overpayment to share the excess payment or appropriate, benefits of such Collateral or proceeds ratably with each Lender in order that the amount case of Advances made available an occurrence of an Event of Default. Upon or following an Event of Default payments on any Revolving Credit Note received by each Lender which remain outstanding, as adjusted pursuant to this Section 13.17, will and receipt of Collateral by each Lender shall be in the same proportion as the Individual Commitment Amount of proportion of:
(a) the Obligations owing to such Lender is to the Commitment Amount.in respect of all Revolving Credit Notes held by such Lender; to
(b) The Lenders agree that, after an acceleration pursuant the Obligations owing to Section 12.2, the amount of any repayment made by the Borrower under the Loan Documents, the Operating Credit Agreement or the Lender Risk Management Agreements (including pursuant to any Risk Management Liens securing Lender Risk Management Obligations) and the amount of any proceeds from the exercise of any rights or remedies all of the Lenders thereunder which are in respect of all of the Revolving Credit Notes; provided, however, that, with respect to the two paragraphs above, if all or any portion of such excess payment or benefits is thereafter recovered from the Lender that received the proportionate overpayment, such purchase of Obligations or payment of benefits, as the case may be, shall be applied against amounts owing thereunderrescinded, will be so applied in a manner so that and the purchase price and benefits returned, to the extent possible the amount of Advances made available by each Lender which remain outstanding after giving effect to such application will be in the same proportion as the Individual Commitment Amount of such Lender is to the Commitment Amountrecovery, but without interest.
(c) Notwithstanding anything contained in this Section 13.17, there shall not be taken into account for the purposes of computing any amount payable to any Lender pursuant to this Section 13.17 any amount which a Lender receives as a result of any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any monies owing by the Borrower to such Lender other than on account of liabilities arising under the Loan Documents, the Operating Credit Agreement or the Lender Risk Management Agreements; provided that, if at any time a Lender (the "Purchasing Bank") receives any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) (an "Amount") on account of the Obligations, the Operating Obligations or the Lender Risk Management Obligations (including, without limitation, as a result of exercising any Risk Management Liens in favour of a Lender), the Purchasing Bank shall purchase from the other Lenders (in accordance with their respective Individual Commitment Amounts in relation to the Commitment Amount) pursuant to Section 13.17(a), an amount of Advances owing to each other Lender that is equal to the same proportion as that Lender's Individual Commitment Amount is to the Commitment Amount.
(d) The Borrower agrees to be bound by and, at the request of the Agent, to do all things reasonably necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to Section 2.4(b) and this Section 13.17 but shall incur no increased liabilities or costs by reason thereof. Execution Form CAL_LAW\ 1265540\5 (e) For the purposes of this Section 13.17, the Individual Commitment Amount of BNS and the Commitment Amount shall include the amount of the Operating Commitment, and the Advances of BNS shall include the Operating Obligations.
Appears in 1 contract
Adjustments Among Lenders. (a) Each Lender agrees thatWithout derogating from Section 13.11, after an acceleration pursuant to Section 12.2, it will if at any time a Lender (the “Purchasing Lender”) receives any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) (an “Amount”) on account of the Secured Obligations which results in the Purchasing Lender receiving a payment or other reduction in the proportion of the aggregate amount of Accommodation provided by it greater than its Pro Rata Share, then the Purchasing Lender shall notify the Agent of that fact and purchase (for cash at face value) participations in the Accommodation provided by other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments or reductions shall be shared by the Lenders based on their Pro Rata Share, provided that:
(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest;
(ii) the provisions of this Section 14.16 shall not be construed to apply to any payment made by the Borrower or any Material Subsidiary pursuant to and in accordance with the express terms of this Agreement; and
(iii) the provisions of this Section 14.16 shall not be construed to apply to (w) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such Lender that do not arise under or in connection with the Loan Documents, (x) any payment made in respect of an obligation that is secured by a Permitted Encumbrance or that is otherwise entitled to priority over the Secured Obligations, (y) any reduction arising from time an amount owing to time the Borrower or a Material Subsidiary upon the request termination of Hedge Transactions entered into between the Agent as required by Borrower or a Material Subsidiary and a Secured Hedge Counterparty, or (z) any Lender purchase portions of the Advances made available by the other Lenders payment to which remain outstanding and make any other adjustments which may be necessary or appropriate, in order that the amount of Advances made available by each Lender which remain outstanding, as adjusted pursuant to this Section 13.17, will be in the same proportion as the Individual Commitment Amount of such Lender is to the Commitment Amountentitled as a result of any form of credit protection obtained by such Lender.
(b) The Lenders agree thatBorrower consents to the foregoing and agrees, after an acceleration to the extent they may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to Section 12.2, the foregoing arrangements may exercise against the Borrower and any Material Subsidiary rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or any Material Subsidiary in the amount of any repayment made by the Borrower under the Loan Documents, the Operating Credit Agreement or the Lender Risk Management Agreements (including pursuant to any Risk Management Liens securing Lender Risk Management Obligations) and the amount of any proceeds from the exercise of any rights or remedies of the Lenders thereunder which are to be applied against amounts owing thereunder, will be so applied in a manner so that to the extent possible the amount of Advances made available by each Lender which remain outstanding after giving effect to such application will be in the same proportion as the Individual Commitment Amount of such Lender is to the Commitment Amountparticipation.
(c) The Borrower agrees to be bound by and, at the request of the Agent, to do all things reasonably necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to Section 2.6(b) and this Section 14.16 but shall incur no increased liabilities or costs by reason thereof.
(d) For the purposes of Section 14.16(a), the term “Lenders” shall be deemed to include any Secured Hedge Counterparties contemplated by paragraph (b) of the definition of such term, and the “Aggregate Commitments”, the “Commitments” of each Lender shall include the Secured Hedge Obligations, and “Pro Rata Share” shall be calculated accordingly. Each Secured Hedge Counterparty shall, promptly upon calculating the amount of the Secured Hedge Obligations under its relevant Secured Hedge Agreements, deliver to the Agent the amount thereof and reasonable details of the calculation thereof, together with true copies of all Secured Hedge Agreements to which it is party.
(e) Notwithstanding anything contained in this Section 13.1714.16, there shall not be taken into account for the purposes of computing any amount payable to any Lender pursuant to this Section 13.17 14.16 any amount which a Lender receives as a result of any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any monies owing by the Borrower to such Lender other than on account of liabilities arising under the Loan Documents, the Operating Credit Agreement or the Lender Risk Management Agreements; provided that, if at any time a Lender (the "Purchasing Bank") receives any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) (an "Amount") on account of the Obligations, the Operating Obligations or the Lender Risk Management Obligations (including, without limitation, as a result of exercising any Risk Management Liens in favour of a Lender), the Purchasing Bank shall purchase from the other Lenders (in accordance with their respective Individual Commitment Amounts in relation to the Commitment Amount) pursuant to Section 13.17(a), an amount of Advances owing to each other Lender that is equal to the same proportion as that Lender's Individual Commitment Amount is to the Commitment Amount.
(d) The Borrower agrees to be bound by and, at the request of the Agent, to do all things reasonably necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to Section 2.4(b) and this Section 13.17 but shall incur no increased liabilities or costs by reason thereof. Execution Form CAL_LAW\ 1265540\5 (e) For the purposes of this Section 13.17, the Individual Commitment Amount of BNS and the Commitment Amount shall include the amount of the Operating Commitment, and the Advances of BNS shall include the Operating Secured Obligations.
Appears in 1 contract
Samples: Syndicated Credit Agreement (Advantage Oil & Gas Ltd.)
Adjustments Among Lenders. (a) Each Lender agrees that, after delivery of an acceleration pursuant to Acceleration Notice or the occurrence of an event described in Section 12.29.2(b), it will at any time or and from time to time upon the request of the Agent as required by any Lender Lender, purchase portions of the Advances Borrowings made available by the other Lenders which remain outstanding and make any other adjustments which may be necessary or appropriate, in order that the amount of Advances Borrowings made available by each Lender which remain outstanding, as adjusted pursuant to this Section 13.1711.11, will be in the same proportion as the Individual Commitment Amount Lender’s Proportion of such Lender is to the Commitment AmountBorrowings.
(b) The Lenders agree that, after delivery of an acceleration pursuant to Acceleration Notice or the occurrence of an event described in Section 12.29.2(b), the amount of any repayment made by the Borrower in respect of Borrowings under the Loan Documentsthis Agreement, the Operating Credit Agreement or the Lender Risk Management Agreements (including pursuant to any Risk Management Liens securing Lender Risk Management Obligations) and the amount of any proceeds from the exercise of any rights or remedies of the Lenders thereunder under the Loan Documents, which are to be applied against amounts owing thereunderhereunder, will be so applied in a manner so that to the extent possible the amount of Advances Borrowings made available by each Lender which remain outstanding after giving effect to such application will be in the same proportion as the Individual Commitment Amount Lender’s Proportion of such Lender is to the Commitment AmountBorrowings.
(c) Notwithstanding anything contained in this Section 13.1711.11, there shall not be taken into account for the purposes of computing any amount payable to any Lender pursuant to this Section 13.17 11.11, any amount which a Lender receives as a result of any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any monies owing by the Borrower to such Lender other than on account of liabilities arising under the Loan Documents, the Operating Credit Agreement or the Lender Risk Management Agreements; provided that, if at any time a Lender (the "Purchasing Bank") receives any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) (an "Amount") on account of monies owing or payable to it by the ObligationsBorrower in respect of liabilities of the Borrower arising under the Loan Documents, the Operating Obligations or the such Lender Risk Management Obligations (including, without limitation, as a result of exercising any Risk Management Liens in favour of a Lender), the Purchasing Bank shall purchase from portions of the applicable Borrowings made available by the other Lenders (in accordance with their respective Individual Commitment Amounts in relation which remain outstanding to the Commitment Amount) extent required pursuant to Section 13.17(a11.11(a), an amount of Advances owing to each other Lender that is equal to the same proportion as that Lender's Individual Commitment Amount is to the Commitment Amount.
(d) The Borrower agrees to be bound by and, at the request of the Agent, to do all things reasonably necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to Section 2.4(b) and this Section 13.17 11.11 but shall incur no increased liabilities or costs liabilities, in aggregate, by reason thereof. Execution Form CAL_LAW\ 1265540\5 .
(e) For the purposes All obligations of Lenders pursuant to this Section 13.1711.11 shall be limited to the extent that any Lender would be required to purchase any portions of Borrowings in an amount that, the Individual Commitment Amount of BNS and the Commitment Amount shall include when aggregated with the amount of the Operating Loans made by such Lender, would exceed such Lender’s Commitment, and the Advances of BNS shall include the Operating Obligations.
Appears in 1 contract
Adjustments Among Lenders. (a) Each Lender agrees that, after an acceleration pursuant to Section 12.2, it will at any time or from time to time upon the request of the Agent as required by any Lender purchase portions of the Advances made available by the other Lenders which remain outstanding and make any other adjustments which may be necessary or appropriate, in order that the amount of Advances made available by each Lender which remain outstanding, as adjusted pursuant to this Section 13.17, will be in the same proportion as the Individual Commitment Amount of such Lender is to the Commitment Amount.
(b) The Lenders agree that, after an acceleration pursuant to Section 12.2, the amount of any repayment made by the Borrower under the Loan Documents, the Operating Credit Agreement or the Lender Risk Management Agreements (including pursuant to any Risk Management Liens securing Lender Risk Management Obligations) and the amount of any proceeds from the exercise of any rights or remedies of the Lenders thereunder which are to be applied against amounts owing thereunder, will be so applied in a manner so that to the extent possible the amount of Advances made available by each Lender which remain outstanding after giving effect to such application will be in the same proportion as the Individual Commitment Amount of such Lender is to the Commitment Amount.
(c) Notwithstanding anything contained in this Section 13.17, there shall not be taken into account for the purposes of computing any amount payable to any Lender pursuant to this Section 13.17 any amount which a Lender receives as a result of any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any monies owing by the Borrower to such Lender other than on account of liabilities arising under the Loan Documents, the Operating Credit Agreement or the Lender Risk Management Agreements; provided that, if If at any time a Lender (the "“Purchasing Bank"Lender”) receives any payment (whether voluntary, involuntary, through the exercise of any right of set-off, off or otherwise) (an "“Amount"”) on account of the Obligations, the Operating Obligations or the Lender Risk Management Secured Obligations (including, without limitation, as a result of exercising any Risk Management Hedge Liens in favour of a Lender), ) which results in the Purchasing Bank Lender receiving a payment or other reduction in the proportion of the aggregate amount of Accommodation provided by it greater than its Pro Rata Share, then the Purchasing Lender shall notify the Agent of that fact and purchase from (for cash at face value) participations in the Accommodation provided by other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments or reductions shall be shared by the Lenders based on their Pro Rata Share, provided that:
(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest;
(ii) the provisions of this Section shall not be construed to apply to any payment made by the Borrower or any Material Subsidiary pursuant to and in accordance with their respective Individual Commitment Amounts the express terms of this Agreement; and
(iii) the provisions of this Section shall not be construed to apply to (w) any payment made while no Event of Default has occurred and is continuing in relation respect of obligations of the Borrower to such Lender that do not arise under or in connection with the Loan Documents, (x) any payment made in respect of an obligation that is secured by a Permitted Encumbrance or that is otherwise entitled to priority over the Secured Obligations, (y) any reduction arising from an amount owing to the Commitment AmountBorrower or a Material Subsidiary upon the termination of Hedge Transactions entered into between the Borrower or a Material Subsidiary and a Secured Hedge Counterparty, or (z) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender. The Borrower consents to the foregoing and agrees, to the extent they may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to Section 13.17(a), an the foregoing arrangements may exercise against the Borrower and any Material Subsidiary rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or any Material Subsidiary in the amount of Advances owing to each other Lender that is equal to the same proportion as that Lender's Individual Commitment Amount is to the Commitment Amountsuch participation.
(db) The Borrower agrees to be bound by and, at the request of the Agent, to do all things reasonably necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to Section 2.4(b) and this Section 13.17 13.16 but shall incur no increased liabilities or costs by reason thereof. Execution Form CAL_LAW\ 1265540\5 .
(ec) For the purposes of this Section 13.1713.16, the Individual Commitment Amount Commitments of BNS the Operating Lender provided hereunder and the Commitment Amount Aggregate Commitments shall include the amount of the Operating Commitment, and the Advances Accommodations of BNS the Operating Lender provided hereunder shall include the outstanding principal amount of the Operating Obligations.
(d) For the purposes of Section 13.16(a), the term “Lenders” shall be deemed to include any Secured Hedge Counterparties contemplated by paragraph 9(b) of the definition of such term, and the “Aggregate Commitments”, the “Commitments” of each Lender shall include the Secured Hedge Obligations, and “Pro Rata Share” shall be calculated accordingly. Each Secured Hedge Counterparty shall, promptly upon calculating the amount of the Secured Hedge Obligations under its relevant Secured Hedge Agreements, deliver to the Agent the amount thereof and reasonable details of the calculation thereof, together with true copies of all Secured Hedge Agreements to which it is party.
(e) Notwithstanding anything contained in this Section 13.16, there shall not be taken into account for the purposes of computing any amount payable to any Lender pursuant to this Section 13.16 any amount which a Lender receives as a result of any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any monies owing by the Borrower to such Lender other than on account of Secured Obligations.
Appears in 1 contract
Samples: Syndicated Credit Agreement (Advantage Oil & Gas Ltd.)
Adjustments Among Lenders. (a) Each Lender agrees that, after delivery of an acceleration pursuant to Section 12.2Acceleration Notice, it will at any time or and from time to time upon the request of the Agent as required by any Lender Lender, purchase portions of the Advances Borrowings made available by the other Lenders which remain outstanding and make any other adjustments which may be necessary or appropriate, in order that the amount of Advances Borrowings made available by each Lender which remain outstanding, as adjusted pursuant to this Section 13.1711.11, will be in the same proportion as the Individual Commitment Amount Lender’s Proportion of such Lender is to the Commitment AmountBorrowings.
(b) The Lenders agree that, after delivery of an acceleration pursuant to Section 12.2Acceleration Notice, the amount of any repayment made by the Borrower in respect of Borrowings under the Loan Documentsthis Agreement, the Operating Credit Agreement or the Lender Risk Management Agreements (including pursuant to any Risk Management Liens securing Lender Risk Management Obligations) and the amount of any proceeds from the exercise of any rights or remedies of the Lenders thereunder under the Loan Documents, which are to be applied against amounts owing thereunderhereunder, will be so applied in a manner so that to the extent possible the amount of Advances Borrowings made available by each Lender which remain outstanding after giving effect to such application will be in the same proportion as the Individual Commitment Amount Lender’s Proportion of such Lender is to the Commitment AmountBorrowings.
(c) Notwithstanding anything contained in this Section 13.1711.11, there shall not be taken into account for the purposes of computing any amount payable to any Lender pursuant to this Section 13.17 11.11, any amount which a Lender receives as a result of any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any monies owing by the Borrower to such Lender other than on account of liabilities arising under the Loan Documents, the Operating Credit Agreement or the Lender Risk Management Agreements; provided that, if at any time a Lender (the "Purchasing Bank") receives any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) (an "Amount") on account of monies owing or payable to it by the ObligationsBorrower in respect of liabilities of Borrower arising under the Loan Documents, the Operating Obligations or the such Lender Risk Management Obligations (including, without limitation, as a result of exercising any Risk Management Liens in favour of a Lender), the Purchasing Bank shall purchase from portions of the applicable Borrowings made available by the other Lenders (in accordance with their respective Individual Commitment Amounts in relation which remain outstanding to the Commitment Amount) extent required pursuant to Section 13.17(a11.11(a), an amount of Advances owing to each other Lender that is equal to the same proportion as that Lender's Individual Commitment Amount is to the Commitment Amount.
(d) The Borrower agrees to be bound by and, at the request of the Agent, to do all things reasonably necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to Section 2.4(b) and this Section 13.17 11.11 but shall incur no increased liabilities or costs liabilities, in aggregate, by reason thereof. Execution Form CAL_LAW\ 1265540\5 .
(e) For All obligations of Lenders pursuant the purposes of this Section 13.1711.11 shall be limited to the extent that any Lender would be required to purchase any portions of Borrowings in an amount that, the Individual Commitment Amount of BNS and the Commitment Amount shall include when aggregated with the amount of the Operating Loans made by such Lender, would exceed such Lender’s Commitment, and the Advances of BNS shall include the Operating Obligations.
Appears in 1 contract
Samples: Credit Agreement (Transcanada Corp)
Adjustments Among Lenders. (a) Each After the occurrence of an Event of Default and acceleration of all or any portion of the Drawings and other amounts outstanding hereunder, each Lender agrees thatshall, after an acceleration pursuant to Section 12.2, it will at any time or and from time to time upon the request of the Administrative Agent as required by any Lender Lender, purchase portions of the Advances Drawings and other amounts made available by the other Lenders which remain outstanding and make any other adjustments which may be necessary or appropriate, in order that the amount of Advances made available by appropriate to ensure each Lender which remain outstandingis owed its Lender’s Proportion of the 364 Day Tranche or the Term Tranche, as adjusted pursuant to this Section 13.17the case may be, will be in the same proportion as the Individual Commitment Amount of such Lender is to the Commitment Amountand other amounts owing hereunder.
(b) The Lenders agree that, after After the occurrence of an Event of Default and acceleration pursuant to Section 12.2of all or any portion of the Drawings outstanding and other amounts owing hereunder, the amount of any repayment made by the Borrower under the Loan Documentsthis Agreement, the Operating Credit Agreement or the Lender Risk Management Agreements (including pursuant to any Risk Management Liens securing Lender Risk Management Obligations) and the amount of any proceeds from the exercise of any rights or remedies of the Lenders thereunder under this Agreement, which are to be applied against amounts owing thereundersuch Drawings and amounts, will shall be so applied in a manner so that to the extent possible the amount of Advances made available by each Lender which remain outstanding after giving effect to such application will be in is owed its Lender’s Proportion of the same proportion 364 Day Tranche or the Term Tranche, as the Individual Commitment Amount of such Lender is to the Commitment Amountcase may be, and other amounts owing hereunder.
(c) Notwithstanding anything contained in this Section 13.17Agreement, there shall not be taken into account for the purposes of computing any amount payable to any Lender pursuant to this Section 13.17 16.21 any amount which a Lender receives as a result of any payment (whether voluntary, involuntary, through the exercise of any right of set-off, involuntary or otherwise) on account of any monies owing by the Borrower to such Lender other than on account of liabilities arising under the Loan Documents, the Operating Credit Agreement Drawings or the Lender Risk Management Agreements; provided that, if at any time a Lender (the "Purchasing Bank") receives any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) (an "Amount") on account of the Obligations, the Operating Obligations or the Lender Risk Management Obligations (including, without limitation, as a result of exercising any Risk Management Liens in favour of a Lender), the Purchasing Bank shall purchase from the other Lenders (in accordance with their respective Individual Commitment Amounts in relation to the Commitment Amount) pursuant to Section 13.17(a), an amount of Advances amounts owing to each other Lender that is equal to the same proportion as that Lender's Individual Commitment Amount is to the Commitment Amounthereunder.
(d) The Borrower agrees to be bound by and, at the request of the Agent, to do all things reasonably necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to Section 2.4(b) and this Section 13.17 but shall incur no increased liabilities or costs by reason thereof. Execution Form CAL_LAW\ 1265540\5 (e) For the purposes of this Section 13.17, the Individual Commitment Amount of BNS and the Commitment Amount shall include the amount of the Operating Commitment, and the Advances of BNS shall include the Operating Obligations.
Appears in 1 contract
Samples: Operating Credit Agreement (Mercer International Inc.)
Adjustments Among Lenders. (a) Each After the occurrence of an Event of Default and acceleration of all or any portion of the Drawings and other amounts outstanding hereunder, each Lender agrees thatshall, after an acceleration pursuant to Section 12.2, it will at any time or and from time to time upon the request of the Administrative Agent as required by any Lender Lender, purchase portions of the Advances Drawings and other amounts made available by the other Lenders which remain outstanding and make any other adjustments which may be necessary or appropriate, in order that the amount of Advances made available by appropriate to ensure each Lender which remain outstandingis owed its Lender's Proportion of the 364 Day Tranche or the Term Tranche, as adjusted pursuant to this Section 13.17the case may be, will be in the same proportion as the Individual Commitment Amount of such Lender is to the Commitment Amountand other amounts owing hereunder.
(b) The Lenders agree that, after After the occurrence of an Event of Default and acceleration pursuant to Section 12.2of all or any portion of the Drawings outstanding and other amounts owing hereunder, the amount of any repayment made by the Borrower under the Loan Documentsthis Agreement, the Operating Credit Agreement or the Lender Risk Management Agreements (including pursuant to any Risk Management Liens securing Lender Risk Management Obligations) and the amount of any proceeds from the exercise of any rights or remedies of the Lenders thereunder under this Agreement, which are to be applied against amounts owing thereundersuch Drawings and amounts, will shall be so applied in a manner so that to the extent possible the amount of Advances made available by each Lender which remain outstanding after giving effect to such application will be in is owed its Lender's Proportion of the same proportion 364 Day Tranche or the Term Tranche, as the Individual Commitment Amount of such Lender is to the Commitment Amountcase may be, and other amounts owing hereunder.
(c) Notwithstanding anything contained in this Section 13.17Agreement, there shall not be taken into account for the purposes of computing any amount payable to any Lender pursuant to this Section 13.17 16.21 any amount which a Lender receives as a result of any payment (whether voluntary, involuntary, through the exercise of any right of set-off, involuntary or otherwise) on account of any monies owing by the Borrower to such Lender other than on account of liabilities arising under the Loan Documents, the Operating Credit Agreement Drawings or the Lender Risk Management Agreements; provided that, if at any time a Lender (the "Purchasing Bank") receives any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) (an "Amount") on account of the Obligations, the Operating Obligations or the Lender Risk Management Obligations (including, without limitation, as a result of exercising any Risk Management Liens in favour of a Lender), the Purchasing Bank shall purchase from the other Lenders (in accordance with their respective Individual Commitment Amounts in relation to the Commitment Amount) pursuant to Section 13.17(a), an amount of Advances amounts owing to each other Lender that is equal to the same proportion as that Lender's Individual Commitment Amount is to the Commitment Amounthereunder.
(d) The Borrower agrees to be bound by and, at the request of the Agent, to do all things reasonably necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to Section 2.4(b) and this Section 13.17 but shall incur no increased liabilities or costs by reason thereof. Execution Form CAL_LAW\ 1265540\5 (e) For the purposes of this Section 13.17, the Individual Commitment Amount of BNS and the Commitment Amount shall include the amount of the Operating Commitment, and the Advances of BNS shall include the Operating Obligations.
Appears in 1 contract
Samples: Operating Credit Agreement (Mercer International Inc)
