The Agent and the Lenders. 11.01 Decision-Making
The Agent and the Lenders. 10.1 Authorization of Agent 55 10.2 Administration of the Credits 55 10.3 Acknowledgements, Representations and Covenants of Lenders 58 10.4 Provisions Operative Between Lenders and Agent Only 58 ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 Accounting Terms 58 11.2 Defined Terms 59 11.3 Severability 59 11.4 Amendment, Supplement or Waiver 59 11.5 Governing Law 59 11.6 This Agreement to Govern 59 11.7 Permitted Encumbrances 59 11.8 Currency 60 11.9 Liability of Lenders 60 11.10 Interest on Miscellaneous Amounts 60 11.11 Judgment Currency 60 11.12 Address for Notice 61 11.13 Time of the Essence 61 11.14 Further Assurances 61 AMENDED AND RESTATED CREDIT AGREEMENT 11.15 Term of Agreement 61 11.16 Payments on Business Day 61 11.17 Whole Agreement 61 11.18 English Language 62 11.19 Senior Indebtedness 62 11.20 Date of Agreement 62 11.21 Parties to this Agreement 62 SCHEDULE A – FORM OF NOTICE OF ADVANCE OR PAYMENT SCHEDULE B – FORM OF BORROWER COMPLIANCE CERTIFICATE SCHEDULE C – FORM OF CONVERGYS CORPORATION COMPLIANCE CERTIFICATE SCHEDULE D – MODEL CREDIT AGREEMENT PROVISIONS SCHEDULE E – APPLICABLE PERCENTAGES OF LENDERS SCHEDULE F – DETAILS OF CAPITAL STOCK, PROPERTY, ETC. SCHEDULE G – OTHER SECURED OBLIGATIONS SCHEDULE H – REORGANIZATION AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of 31 March 2006. BETWEEN: CCM LIMITED PARTNER INC., a corporation continued under the laws of the Province of Nova Scotia CONVERGYS CMG CANADA LIMITED PARTNERSHIP, a limited partnership formed under the laws of the Province of Manitoba as Borrowers CONVERGYS CORPORATION CONVERGYS CUSTOMER MANAGEMENT GROUP INC. CONVERGYS INFORMATION MANAGEMENT GROUP INC. as Guarantors - and - THE LENDERS LISTED ON SCHEDULE E TO THIS AGREEMENT FROM TIME TO TIME as Lenders - and - THE BANK OF NOVA SCOTIA, in its capacity as Administrative Agent RECITALS:
The Agent and the Lenders. 13.1 Rights, Duties and Immunities of the Agent.
The Agent and the Lenders. 9.1 Lenders' Decisions 77 9.2 Security 78 9.3 Application of Proceeds of Realization 79 9.4 Payments by Agent 81 9.5 Protection of Agent 82 9.6 Duties of Agent 83 9.7 Lenders' Obligations Several; No Partnership 84 9.8 Sharing of Information 84 9.9 Acknowledgement by Borrower 84 9.10 Amendments to ARTICLE IX 84 9.11 Deliveries, etc 85 9.12 Agency Fees 85 9.13 Non-Funding Lender 85 ARTICLE X - GUARANTEE
The Agent and the Lenders. 9.01 Lenders' Decisions
The Agent and the Lenders. X.1 The Agent -- Each Lender hereby irrevocably appoints the Agent to act as its agent in connection with this Agreement and any matter contemplated hereunder, and irrevocably authorizes the Agent to exercise such rights, powers and discretions as are delegated to the Agent pursuant to this Agreement together with all such rights, powers and discretions as are incidental hereto or thereto. The Agent shall have only those duties and responsibilities which are expressly specified in this Agreement, and it may perform such duties by or through its agents or employees. This Agreement shall not place the Agent under any fiduciary duties in respect of any Lender. As to any matters not expressly provided for by this Agreement, the Agent shall not be required by the Lenders to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected with respect to the Lenders in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Agent shall not be required to take any action which exposes the Agent to liability or which is contrary to this Agreement or Applicable Law.
The Agent and the Lenders. 36 ARTICLE 22....... DELEGATION......................................................................................... 39
The Agent and the Lenders. Each Lender irrevocably designates and appoints the Agent as its agent hereunder and under the other Loan Documents for all purposes of the Credit, including for the purpose of holding and enforcing the Security in accordance with and subject to the terms hereof and the terms of the other Loan Documents, and authorizes it on behalf of such Lender to take such action and to exercise such rights, powers and discretions as are expressly delegated to it under this Agreement and the other Loan Documents and on the terms hereof or thereof together with such other rights, powers and discretions as are reasonably incidental thereto. The Agent may perform any of its duties hereunder or thereunder by or through its agents, officers or employees, its Affiliates or its Affiliates’ agents, officers or employees. The Agent hereby accepts each such appointment. Each such appointment may only be terminated as expressly provided in this Agreement. The Agent shall have only those duties and responsibilities which are of a solely mechanical and administrative nature and which are expressly specified in this Agreement, and it may perform such duties by or through its agents or employees, but shall not by reason of this Agreement have a fiduciary duty in respect of any Lender. As to any matters not expressly provided for by this Agreement, the Agent is not required to exercise any discretion or to take any action, but is required to act or to refrain from acting (and is fully protected in so acting or refraining from acting) upon the instructions of the Lenders or the Required Lenders, as the case may be. Those instructions shall be binding upon all Lenders, but the Agent is not required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or applicable law.
The Agent and the Lenders. 11.1 Payments by the Borrower, Trust, Adminco and Material Subsidiaries All payments made by or on behalf of the Trust, the Borrower, Adminco or any Material Subsidiary pursuant to this Agreement or the other Credit Documents (including amounts received (net of all relevant costs and expenses of the Agent) by the Agent as a result of the exercise of any right of set-off, combination or consolidation of accounts, or by counterclaim or cross-action) shall be made to and received by the Agent on behalf of the Lenders (except that amounts received in respect of any Advance under the Working Capital Facility shall be paid only to the Working Capital Lender) and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Subject to the provisions of Section 11.2, the Agent shall distribute in the following order of priority:
The Agent and the Lenders. 40 9.1 Appointment and Authority 40 9.2 Rights as a Lender 40 9.3 No Fiduciary Duty and Exculpatory Provisions 40 9.4 Reliance by the Agent 41 9.5 Delegation of Duties 41 9.6 Duties and Actions of Administrative Agent 41 9.7 Indemnification 42 9.8 Replacement of Agent 42 9.9 Non-Reliance on Agent 43
