Common use of Changes in Liability Management Rating System Clause in Contracts

Changes in Liability Management Rating System. If as a result of any change in any applicable law, rule, policy, regulation, order or directive (or in the interpretation of any thereof): (1) any applicable Energy Regulator ceases to use a Liability Management Rating as a means of determining whether a person is in compliance with such Energy Regulator’s abandonment and reclamation rules, policies, regulations, orders or directives in any Relevant Jurisdiction; (2) a material change occurs in the methodology used in calculating the Liability Management Rating in any Relevant Jurisdiction (including any changes in the factors used to calculate such rating which would have a material effect upon the calculation of such rating); or (3) a material change is made to the minimum Liability Management Rating thresholds in any Relevant Jurisdiction which are used to determine whether any licenses or permits, as applicable, for xxxxx, facilities, pipelines and other physical assets relevant to the determination of the Liability Management Rating can be issued or transferred or whether any security deposits will be required to be provided to the applicable Energy Regulator; then, in any such case, at the written request of the Agent or the Majority of the Lenders to the Borrower or of the Borrower to the Agent and the Lenders, the Borrower and the Agent shall enter into good faith discussions with a view to determining a comparable rating system, calculation or threshold, as applicable, to amend or replace the concept or usage of Liability Management Rating as set forth herein, with the objective of having the respective positions of the Lenders and the Borrower after such change(s) conform as nearly as possible to their respective positions immediately prior to such change(s); provided, that until any such agreement is reached, the Liability Management Rating and all related calculations and thresholds hereunder shall continue to be calculated as if no such change had occurred to the extent that the Liability Management Rating and such related calculations and thresholds are reasonably capable of being calculated notwithstanding such change(s). Upon the Borrower and the Agent agreeing on such a comparable rating system, calculation or threshold, as applicable, the Borrower and the Lenders shall enter into documentation to amend the provisions hereof to give effect to such agreement and to make all other adjustments incidental thereto. The parties hereto agree that such amendment shall require the consent of the Majority of the Lenders, such consent not to be unreasonably withheld, notwithstanding anything to the contrary set out herein.

Changes in Liability Management Rating System. If If: (a) as a result of any change in any applicable law, rule, policy, regulation, order or directive (or in the interpretation of any thereof): (1i) any applicable Energy Regulator ceases to use a Liability Management Rating as a means of determining whether a person Person is in compliance with such Energy Regulator’s abandonment and reclamation rules, policies, regulations, regulations orders or directives in any Relevant Primary Jurisdiction;, (2ii) a material change occurs in the methodology used in calculating the Liability Management Rating in any Relevant Primary Jurisdiction (including any changes in the factors used to calculate such rating which would have a material effect upon the calculation of such rating); or, (3iii) a material change is made to the minimum Liability Management Rating thresholds in any Relevant Primary Jurisdiction which are used to determine whether any licenses or permits, as applicable, for xxxxx, facilities, pipelines and other physical assets relevant to the determination of the Liability Management Rating can be issued or transferred or whether any security deposits will be required to be provided to the applicable Energy RegulatorRegulator (the “Minimum Statutory LMR”), or (iv) for the purposes of adjusting Section 12.1(y) only, either (A) there is a material increase or decrease in the assumed netback values (or equivalent) used by the applicable Energy Regulator in any Primary Jurisdiction in determining “deemed assets” (or the equivalent) for the purposes of calculating the Liability Management Rating or (B) there is a material increase or decrease in the assumed reclamation and abandonment costs (or the equivalent) used by the applicable Energy Regulator in any Primary Jurisdiction in determining “deemed liabilities” (or the equivalent) for the purposes of calculating the Liability Management Rating in such Primary Jurisdiction; or (b) except for the purposes of adjusting Section 12.1(y), any “force majeure” event or similar circumstance occurs which materially reduces the cash flow derived from oil and gas production of the Canadian Borrower or its Material Subsidiaries for an extended period of time, and as a consequence thereof, the “deemed assets” component of the Liability Management Rating for such Person in any Primary Jurisdiction is materially reduced; then, in any such case, at the written request of the Agent or the Majority of the Lenders to the Canadian Borrower or of the Canadian Borrower to the Agent and the Lenders, the Canadian Borrower and the Agent shall enter into good faith discussions with a view to determining a comparable rating system, calculation or threshold, as applicable, to amend or replace the concept or usage of Liability Management Rating as set forth hereinherein (or, in the case of clause (b) above, to adjust for such force majeure event or circumstance for so long as it is continuing), with the objective of having the respective positions of the Lenders and the Borrower Borrowers after such change(s) conform as nearly as possible to their respective positions immediately prior to such change(s) (subject to ensuring that the threshold in Section 12.1(y) at least equals the Minimum Statutory LMR and, to the extent practicable, exceeds the Minimum Statutory LMR by an equitable amount); providedprovided that, that until any such agreement is reached, the Liability Management Rating and all related calculations and thresholds hereunder shall continue to be calculated by the Canadian Borrower in consultation with the Agent acting in good faith as if no such change had occurred to the extent that the Liability Management Rating and such related calculations and thresholds are reasonably capable of being calculated notwithstanding such change(s)occurred. Upon the Canadian Borrower and the Agent agreeing on such a comparable rating system, calculation or threshold, as applicable, the Borrower Borrowers and the Lenders shall enter into documentation to amend the provisions hereof to give effect to such agreement and to make all other adjustments incidental thereto. The parties hereto agree that such amendment shall require the consent of the Majority of the Lenders, such consent not to be unreasonably withheld, notwithstanding anything to the contrary set out herein.

Changes in Liability Management Rating System. If as a result of any change in any applicable law, rule, policy, regulation, order or directive (or in the interpretation of any thereof): (1) any applicable Energy Regulator ceases to use a Liability Management Rating as a means of determining whether a person is in compliance with such Energy Regulator’s abandonment and reclamation rules, policies, regulations, orders regulations or directives in any Relevant Jurisdiction; (2) a material change occurs in the methodology used in calculating the Liability Management Rating in any Relevant Jurisdiction (including any changes in the factors used to calculate such rating which would have a material effect upon the calculation of such rating); or (3) a material change is made to the minimum Liability Management Rating thresholds in any Relevant Jurisdiction which are used to determine whether any licenses or permits, as applicable, for xxxxx, facilities, pipelines and other physical assets relevant to the determination of the Liability Management Rating can be issued or transferred or whether any security deposits will be required to be provided to the applicable Energy Regulator; , then, in any such case, at the written request of the Agent or the Majority of the Lenders to the Borrower or of the Borrower to the Agent and the Lenders, the Borrower and the Agent shall enter into good faith discussions with a view to determining a comparable rating system, calculation or threshold, as applicable, to amend or replace the concept or usage of Liability Management Rating as set forth herein, with the objective of having the respective positions of the Lenders and the Borrower after such change(s) conform as nearly as possible to their respective positions immediately prior to such change(s); provided, that until any such agreement is reached, the Liability Management Rating and all related calculations and thresholds hereunder shall continue to be calculated as if no such change had occurred to the extent that the Liability Management Rating and such related calculations and thresholds are reasonably capable of being calculated notwithstanding such change(s). Upon the Borrower and the Agent agreeing on such a comparable rating system, calculation or threshold, as applicable, the Borrower and the Lenders shall enter into documentation to amend the provisions hereof to give effect to such agreement and to make all other adjustments incidental thereto. The parties hereto agree that such amendment shall require the consent of the Majority of the Lenders, such consent not to be unreasonably withheld, notwithstanding anything to the contrary set out herein.

Changes in Liability Management Rating System. If If: (a) as a result of any change in any applicable law, rule, policy, regulation, order or directive (or in the interpretation of any thereof): (1i) any applicable Energy Regulator ceases to use a Liability Management Rating as a means of determining whether a person Person is in compliance with such Energy Regulator’s abandonment and reclamation rules, policies, regulations, regulations orders or directives in any Relevant Primary Jurisdiction;, (2ii) a material change occurs in the methodology used in calculating the Liability Management Rating in any Relevant Primary Jurisdiction (including any changes in the factors used to calculate such rating which would have a material effect upon the calculation of such rating); or, (3iii) a material change is made to the minimum Liability Management Rating thresholds in any Relevant Primary Jurisdiction which are used to determine whether any licenses or permits, as applicable, for xxxxx, facilities, pipelines and other physical assets relevant to the determination of the Liability Management Rating can be issued or transferred or whether any security deposits will be required to be provided to the applicable Energy RegulatorRegulator (the “Minimum Statutory LMR”), or (iv) for the purposes of adjusting Section 12.1(x) only, either (A) there is a material increase or decrease in the assumed netback values (or equivalent) used by the applicable Energy Regulator in any Primary Jurisdiction in determining “deemed assets” (or the equivalent) for the purposes of calculating the Liability Management Rating or (B) there is a material increase or decrease in the assumed reclamation and abandonment costs (or the equivalent) used by the applicable Energy Regulator in any Primary Jurisdiction in determining “deemed liabilities” (or the equivalent) for the purposes of calculating the Liability Management Rating in such Primary Jurisdiction; or (b) except for the purposes of adjusting Section 12.1(x), any “force majeure” event or similar circumstance occurs which materially reduces the cash flow derived from oil and gas production of the Canadian Borrower or its Material Subsidiaries for an extended period of time, and as a consequence thereof, the “deemed assets” component of the Liability Management Rating for such Person in any Primary Jurisdiction is materially reduced; then, in any such case, at the written request of the Agent or the Majority of the Lenders to the Canadian Borrower or of the Canadian Borrower to the Agent and the Lenders, the Canadian Borrower and the Agent shall enter into good faith discussions with a view to determining a comparable rating system, calculation or threshold, as applicable, to amend or replace the concept or usage of Liability Management Rating as set forth hereinherein (or, in the case of clause (b) above, to adjust for such force majeure event or circumstance for so long as it is continuing), with the objective of having the respective positions of the Lenders and the Borrower Borrowers after such change(s) conform as nearly as possible to their respective positions immediately prior to such change(s) (subject to ensuring that the threshold in Section 12.1(x) at least equals the Minimum Statutory LMR and, to the extent practicable, exceeds the Minimum Statutory LMR by an equitable amount); providedprovided that, that until any such agreement is reached, the Liability Management Rating and all related calculations and thresholds hereunder shall continue to be calculated by the Canadian Borrower in consultation with the Agent acting in good faith as if no such change had occurred to the extent that the Liability Management Rating and such related calculations and thresholds are reasonably capable of being calculated notwithstanding such change(s)occurred. Upon the Canadian Borrower and the Agent agreeing on such a comparable rating system, calculation or threshold, as applicable, the Borrower Borrowers and the Lenders shall enter into documentation to amend the provisions hereof to give effect to such agreement and to make all other adjustments incidental thereto. The parties hereto agree that such amendment shall require the consent of the Majority of the Lenders, such consent not to be unreasonably withheld, notwithstanding anything to the contrary set out herein.”.

Changes in Liability Management Rating System. If as a result of any change in any applicable law, rule, policy, regulation, order or directive (or in the interpretation of any thereof): (1) any applicable Energy Regulator ceases to use a Liability Management Rating as a means of determining whether a person is in compliance with such Energy Regulator’s 's abandonment and reclamation rules, policies, regulations, orders regulations or directives in any Relevant Jurisdiction; (2) a material change occurs in the methodology used in calculating the Liability Management Rating in any Relevant Jurisdiction (including any changes in the factors used to calculate such rating which would have a material effect upon the calculation of such rating); or (3) a material change is made to the minimum Liability Management Rating thresholds in any Relevant Jurisdiction which are used to determine whether any licenses or permits, as applicable, for xxxxx, facilities, pipelines and other physical assets relevant to the determination of the Liability Management Rating can be issued or transferred or whether any security deposits will be required to be provided to the applicable Energy Regulator; , then, in any such case, at the written request of the Agent or the Majority of the Lenders to the Borrower or of the Borrower to the Agent and the Lenders, the Borrower and the Agent shall enter into good faith discussions with a view to determining a comparable rating system, calculation or threshold, as applicable, to amend or replace the concept or usage of Liability Management Rating as set forth herein, with the objective of having the respective positions of the Lenders and the Borrower after such change(s) conform as nearly as possible to their respective positions immediately prior to such change(s); provided, that until any such agreement is reached, the Liability Management Rating and all related calculations and thresholds hereunder shall continue to be calculated as if no such change had occurred to the extent that the Liability Management Rating and such related calculations and thresholds are reasonably capable of being calculated notwithstanding such change(s). Upon the Borrower and the Agent agreeing on such a comparable rating system, calculation or threshold, as applicable, the Borrower and the Lenders shall enter into documentation to amend the provisions hereof to give effect to such agreement and to make all other adjustments incidental thereto. The parties hereto agree that such amendment shall require the consent of the Majority of the Lenders, such consent not to be unreasonably withheld, notwithstanding anything to the contrary set out herein.

Changes in Liability Management Rating System. If If: (a) as a result of any change in any applicable law, rule, policy, regulation, order or directive (or in the interpretation of any thereof): (1i) any applicable Energy Regulator ceases to use a Liability Management Rating as a means of determining whether a person Person is in compliance with such Energy Regulator’s abandonment and reclamation rules, policies, regulations, regulations orders or directives in any Relevant Primary Jurisdiction;, (2ii) a material change occurs in the methodology used in calculating the Liability Management Rating in any Relevant Primary Jurisdiction (including any changes in the factors used to calculate such rating which would have a material effect upon the calculation of such rating); or, (3iii) a material change is made to the minimum Liability Management Rating thresholds in any Relevant Primary Jurisdiction which are used to determine whether any licenses or permits, as applicable, for xxxxx, facilities, pipelines and other physical assets relevant to the determination of the Liability Management Rating can be issued or transferred or whether any security deposits will be required to be provided to the applicable Energy RegulatorRegulator (the “Minimum Statutory LMR”), or (iv) for the purposes of adjusting Section 11.1(o) only, either (A) there is a material increase or decrease in the assumed netback values (or equivalent) used by the applicable Energy Regulator in any Primary Jurisdiction in determining “deemed assets” (or the equivalent) for the purposes of calculating the Liability Management Rating or (B) there is a material increase or decrease in the assumed reclamation and abandonment costs (or the equivalent) used by the applicable Energy Regulator in any Primary Jurisdiction in determining “deemed liabilities” (or the equivalent) for the purposes of calculating the Liability Management Rating in such Primary Jurisdiction; or (b) except for the purposes of adjusting Section 11.1(o), any “force majeure” event or similar circumstance occurs which materially reduces the cash flow derived from oil and gas production of any of the Loan Parties for an extended period of time, and as a consequence thereof, the “deemed assets” component of the Liability Management Rating for such Person in any Primary Jurisdiction is materially reduced; then, in any such case, at the written request of the Agent or the Majority of the Lenders to the Borrower or of the Borrower to the Agent and the Lenders, the Borrower and the Agent shall enter into good faith discussions with a view to determining a comparable rating system, calculation or threshold, as applicable, to amend or replace the concept or usage of Liability Management Rating as set forth hereinherein (or, in the case of clause (b) above, to adjust for such force majeure event or circumstance for so long as it is continuing), with the objective of having the respective positions of the Lenders and the Borrower after such change(s) conform as nearly as possible to their respective positions immediately prior to such change(s) (subject to ensuring that the threshold in Section 11.1(o) at least equals the Minimum Statutory LMR and, to the extent practicable, exceeds the Minimum Statutory LMR by an equitable amount); providedprovided that, that until any such agreement is reached, the Liability Management Rating and all related calculations and thresholds hereunder shall continue to be calculated by the Borrower in consultation with the Agent acting in good faith as if no such change had occurred to the extent that the Liability Management Rating and such related calculations and thresholds are reasonably capable of being calculated notwithstanding such change(s)occurred. Upon the Borrower and the Agent agreeing on such a comparable rating system, calculation or threshold, as applicable, the Borrower and the Lenders shall enter into documentation to amend the provisions hereof to give effect to such agreement and to make all other adjustments incidental thereto. The parties hereto agree that such amendment shall require the consent of the Majority of the Lenders, such consent not to be unreasonably withheld, notwithstanding anything to the contrary set out herein.”.

Changes in Liability Management Rating System. If If: (a) as a result of any change in any applicable law, rule, policy, regulation, order or directive (or in the interpretation of any thereof): (1i) any applicable Energy Regulator ceases to use a Liability Management Rating as a means of determining whether a person Person is in compliance with such Energy Regulator’s abandonment and reclamation rules, policies, regulations, regulations orders or directives in any Relevant Primary Jurisdiction;, (2ii) a material change occurs in the methodology used in calculating the Liability Management Rating in any Relevant Primary Jurisdiction (including any changes in the factors used to calculate such rating which would have a material effect upon the calculation of such rating); or, (3iii) a material change is made to the minimum Liability Management Rating thresholds in any Relevant Primary Jurisdiction which are used to determine whether any licenses or permits, as applicable, for xxxxx, facilities, pipelines and other physical assets relevant to the determination of the Liability Management Rating can be issued or transferred or whether any security deposits will be required to be provided to the applicable Energy RegulatorRegulator (the “Minimum Statutory LMR”), or (iv) for the purposes of adjusting Section 11.1(y) only, either (A) there is a material increase or decrease in the assumed netback values (or equivalent) used by the applicable Energy Regulator in any Primary Jurisdiction in determining “deemed assets” (or the equivalent) for the purposes of calculating the Liability Management Rating or (B) there is a material increase or decrease in the assumed reclamation and abandonment costs (or the equivalent) used by the applicable Energy Regulator in any Primary Jurisdiction in determining “deemed liabilities” (or the equivalent) for the purposes of calculating the Liability Management Rating in such Primary Jurisdiction; or (b) except for the purposes of adjusting Section 11.1(y), any “force majeure” event or similar circumstance occurs which materially reduces the cash flow derived from oil and gas production of the Canadian Borrower or its Material Subsidiaries for an extended period of time, and as a consequence thereof, the “deemed assets” component of the Liability Management Rating for such Person in any Primary Jurisdiction is materially reduced; then, in any such case, at the written request of the Agent or the Majority of the Lenders to the Canadian Borrower or of the Canadian Borrower to the Agent and the Lenders, the Canadian Borrower and the Agent shall enter into good faith discussions with a view to determining a comparable rating system, calculation or threshold, as applicable, to amend or replace the concept or usage of Liability Management Rating as set forth hereinherein (or, in the case of clause (b) above, to adjust for such force majeure event or circumstance for so long as it is continuing), with the objective of having the respective positions of the Lenders and the Borrower Borrowers after such change(s) conform as nearly as possible to their respective positions immediately prior to such change(s) (subject to ensuring that the threshold in Section 11.1(y) at least equals the Minimum Statutory LMR and, to the extent practicable, exceeds the Minimum Statutory LMR by an equitable amount); providedprovided that, that until any such agreement is reached, the Liability Management Rating and all related calculations and thresholds hereunder shall continue to be calculated by the Canadian Borrower in consultation with the Agent acting in good faith as if no such change had occurred to the extent that the Liability Management Rating and such related calculations and thresholds are reasonably capable of being calculated notwithstanding such change(s)occurred. Upon the Canadian Borrower and the Agent agreeing on such a comparable rating system, calculation or threshold, as applicable, the Borrower Borrowers and the Lenders shall enter into documentation to amend the provisions hereof to give effect to such agreement and to make all other adjustments incidental thereto. The parties hereto agree that such amendment shall require the consent of the Majority of the Lenders, such consent not to be unreasonably withheld, notwithstanding anything to the contrary set out herein.

Changes in Liability Management Rating System. If as a result of any change in any applicable law, rule, policy, regulation, order or directive (or in the interpretation of any thereof): (1) any applicable Energy Regulator ceases to use a Liability Management Rating as a means of determining whether a person is in compliance with such Energy Regulator’s abandonment and reclamation rules, policies, regulations, orders regulations or directives in any Relevant Jurisdiction; (2) a material change occurs in the methodology used in calculating the Liability Management Rating in any Relevant Jurisdiction (including any changes in the factors used to calculate such rating which would have a material effect upon the calculation of such rating); or (3) a material change is made to the minimum Liability Management Rating thresholds in any Relevant Jurisdiction which are used to determine whether any licenses or permits, as applicable, for xxxxx, facilities, pipelines and other physical assets relevant to the determination of the Liability Management Rating can be issued or transferred or whether any security deposits will be required to be provided to the applicable Energy Regulator; then, in any such case, at the written request of the Agent or the Majority of the Lenders to the Borrower or of the Borrower to the Agent and the Lenders, the Borrower and the Agent shall enter into good faith discussions with a view to determining a comparable rating system, calculation or threshold, as applicable, to amend or replace the concept or usage of Liability Management Rating as set forth herein, with the objective of having the respective positions of the Lenders and the Borrower after such change(s) conform as nearly as possible to their respective positions immediately prior to such change(s); provided, that until any such agreement is reached, the Liability Management Rating and all related calculations and thresholds hereunder shall continue to be calculated as if no such change had occurred to the extent that the Liability Management Rating and such related calculations and thresholds are reasonably capable of being calculated notwithstanding such change(s). Upon the Borrower and the Agent agreeing on such a comparable rating system, calculation or threshold, as applicable, the Borrower and the Lenders shall enter into documentation to amend the provisions hereof to give effect to such agreement and to make all other adjustments incidental thereto. The parties hereto agree that such amendment shall require the consent of the Majority of the Lenders, such consent not to be unreasonably withheld, notwithstanding anything to the contrary set out herein.