Common use of Administration of the Credit Facilities Clause in Contracts

Administration of the Credit Facilities. (a) Unless otherwise specified herein, the Agent shall perform the following duties under this Agreement: (i) prior to any Borrowing, ensure that all conditions precedent have been fulfilled in accordance with the terms of this Agreement, subject to Subsection 12.8(b) and any other applicable terms of this Agreement; (ii) use reasonable efforts to collect promptly all sums due and payable by the Borrower pursuant to this Agreement; (iii) hold all legal documents relating to the Credit Facilities, maintain complete and accurate records showing all Advances made by the Lenders, all remittances and payments made by the Borrower to the Agent, all remittances and payments made by the Agent to the Lenders and all fees or any other sums received by the Agent and, except for accounts, records and documents relating to the fees payable under any separate fee agreement, allow each Lender and their respective advisers to examine such accounts, records and documents at their own expense, and provide any Lender, upon reasonable notice, with such copies thereof as such Lender may reasonably require from time to time at the Lender’s expense; (iv) except as otherwise specifically provided for in this Agreement, promptly advise each Lender upon receipt of each notice and deliver to each Lender, promptly upon receipt, all other written communications furnished by the Borrower to the Agent on behalf of the Lenders pursuant to this Agreement, including without limitation copies of financial reports and certificates which are to be furnished to the Agent; (v) forward to each of the Lenders, upon request, copies of this Agreement, and other Credit Documents (other than any separate fee agreement); (vi) promptly forward to each Lender, upon request, an up-to-date loan status report; and (vii) upon learning of same, promptly advise each Lender in writing of the occurrence of an Event of Default or Default or the occurrence of any event, condition or circumstance which would have a Material Adverse Effect on the ability of the Borrower to comply with this Agreement or of the occurrence of any material adverse change on the business, operations or assets of the Borrower, taken as a whole, provided that, except as aforesaid, the Agent shall be under no duty or obligation whatsoever to provide any notice to the Lenders and further provided that each Lender hereby agrees to notify the Agent of any Event of Default or Default of which it may reasonably become aware. (b) The Agent may take the following actions only with the prior consent of the Majority Lenders, unless otherwise specified in this Agreement: (i) subject to Subsection 12.7(c), exercise any and all rights of approval conferred upon the Lenders by this Agreement; (ii) amend, modify or waive any of the terms of this Agreement (including waiver of an Event of Default or Default) if such amendment, modification or waiver would have a Material Adverse Effect on the rights of the Lenders thereunder and if such action is not otherwise provided for in Subsection 12.7(c); (iii) declare an Event of Default or take action to enforce performance of the obligations of the Borrower and pursue any available legal remedy necessary; (iv) decide to accelerate the amounts outstanding under the Credit Facilities; and (v) pay insurance premiums, taxes and any other sums as may be reasonably required to protect the interests of the Lenders. (c) The Agent may take the following actions only if the prior unanimous consent of the Lenders is obtained, unless otherwise specified herein: (i) amend, modify, discharge, terminate or waive any of the terms of this Agreement if such amendment, modification, discharge, termination or waiver would amend the Canadian Dollar Amount of any Accommodation outstanding, reduce the interest rate applicable to any Accommodation, reduce the fees or other amounts payable with respect to any Accommodation, extend any date fixed for payment of principal, interest or other amounts relating to the Credit Facilities or extend the Maturity Date of the Credit Facility; and (ii) amend the definition of “Majority Lenders” or this Subsection 12.7(c). (d) Notwithstanding Subsection 12.7(b) and any other provision of this Agreement except for Subsection 12.7(c), in the absence of instructions from the Lenders and where, in the sole opinion of the Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action to protect the interests of the Lenders, the Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as the Agent deems appropriate or desirable. (e) As between the Borrower, the Agent and the Lenders: (i) all statements, certificates, consents and other documents which the Agent purports to deliver on behalf of the Lenders or the Majority Lenders shall be binding on each of the Lenders, and the Borrower shall not be required to ascertain or confirm the authority of the Agent in delivering such documents; (ii) all certificates, statements, notices and other documents which are delivered by the Borrower to the Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders, except where this Agreement expressly requires delivery of notices of Advances and payments to the Agent and/or individual Lenders; (iii) except in connection with Overdrafts and Letters of Credit, all payments which are delivered by the Borrower to the Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders.

Administration of the Credit Facilities. (a) Unless otherwise specified herein, the Agent shall perform the following duties under this Agreement: (i) prior to any a Borrowing, ensure that all conditions precedent have been fulfilled in accordance with the terms of this Agreement, subject to Subsection 12.8(b) and any other applicable terms of this Agreement; (ii) use reasonable efforts to collect promptly all sums due and payable by the Borrower pursuant to this Agreement;; LEGAL_l:28867748.6 (iii) hold all legal documents relating to the Credit Facilities, maintain complete and accurate records showing all Advances made by the Lenders, all remittances and payments made by the Borrower to the Agent, all remittances and payments made by the Agent to the Lenders and all fees or any other sums received by the Agent and, except for accounts, records and documents relating to the fees payable under any separate fee agreement, allow each Lender and their respective advisers to examine such accounts, records and documents at their own expense, and provide any Lender, upon reasonable notice, with such copies thereof as such Lender may reasonably require from time to time at the Lender’s 's expense; (iv) except as otherwise specifically provided for in this Agreement, promptly advise each Lender upon receipt of each notice and deliver to each Lender, promptly upon receipt, all other written communications furnished by the Borrower to the Agent on behalf of the Lenders pursuant to this Agreement, including without limitation copies of financial reports and certificates which are to be furnished to the Agent; (v) forward to each of the Lenders, upon request, copies of this Agreement, and other Credit Documents (other than any separate fee agreement); (vi) promptly forward to each Lender, upon request, an up-to-date loan status report; and (vii) upon learning of same, promptly advise each Lender in writing of the occurrence of an Event of Default or Default or the occurrence of any event, condition or circumstance which would have a Material Adverse Effect on the ability of the Borrower to comply with this Agreement or of the occurrence of any material adverse change on the business, operations or assets of the Borrower, taken as a whole, provided that, except as aforesaid, the Agent shall be under no duty or obligation whatsoever to provide any notice to the Lenders and further provided that each Lender hereby agrees to notify the Agent of any Event of Default or Default of which it may reasonably become aware. (b) The Agent may take the following actions only with the prior consent of the Majority Lenders, unless otherwise specified in this Agreement: (i) subject to Subsection 12.7(c), exercise any and all rights of approval conferred upon the Lenders by this Agreement; (ii) amend, modify or waive any of the terms of this Agreement (including waiver of an Event of Default or Default) if such amendment, modification or waiver would have a Material Adverse Effect on the rights of the Lenders thereunder and if such action is not otherwise provided for in Subsection 12.7(c); (iii) declare an Event of Default or take action to enforce performance of the obligations of the Borrower and pursue any available legal remedy necessary;; LEGAL_l:28867748.6 (iv) decide to accelerate the amounts outstanding under the Credit Facilities; and (v) pay insurance premiums, taxes and any other sums as may be reasonably required to protect the interests of the Lenders. (c) The Agent may take the following actions only if the prior unanimous consent of the Lenders is obtained, unless otherwise specified herein: (i) amend, modify, discharge, terminate or waive any of the terms of this Agreement if such amendment, modification, discharge, termination or waiver would amend the Canadian Dollar Amount of any Accommodation outstanding, reduce the interest rate applicable to any Accommodation, reduce the fees or other amounts payable with respect to any Accommodation, extend any date fixed for payment of principal, interest or other amounts relating to the Credit Facilities or extend the Maturity Date of the Credit Facilityany Credit; and (ii) amend the definition of “Majority of"Majority Lenders” " or this Subsection 12.7(c). (d) Notwithstanding Subsection 12.7(b) and any other provision of this Agreement except for Subsection 12.7(c), in the absence of instructions from the Lenders and where, in the sole opinion of the Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action to protect the interests of the Lenders, the Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as the Agent deems appropriate or desirable. (e) As between the Borrower, the Agent and the Lenders: (i) all statements, certificates, consents and other documents which the Agent purports to deliver on behalf of the Lenders or the Majority Lenders shall be binding on each of the Lenders, and the Borrower shall not be required to ascertain or confirm the authority of the Agent in delivering such documents; (ii) all certificates, statements, notices and other documents which are delivered by the Borrower to the Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders, except where this Agreement expressly requires delivery of notices of Advances and payments to the Agent and/or individual Lenders; (iii) except in connection with Overdrafts and Letters of Credit, all payments which are delivered by the Borrower to the Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders.

Administration of the Credit Facilities. (a) Unless otherwise specified herein, the Agent shall perform the following duties under this Agreement: (i) prior to any Borrowing, ensure that all conditions precedent have been fulfilled in accordance with the terms of this Agreement, subject to Subsection 12.8(b) and any other applicable terms of this Agreement;; LEGAL_1:83525085.7 \ (ii) use reasonable efforts to collect promptly all sums due and payable by the Borrower pursuant to this Agreement; (iii) hold all legal documents relating to the Credit Facilities, maintain complete and accurate records showing all Advances made by the Lenders, all remittances and payments made by the Borrower to the Agent, all remittances and payments made by the Agent to the Lenders and all fees or any other sums received by the Agent and, except for accounts, records and documents relating to the fees payable under any separate fee agreement, allow each Lender and their respective advisers to examine such accounts, records and documents at their own expense, and provide any Lender, upon reasonable notice, with such copies thereof as such Lender may reasonably require from time to time at the Lender’s expense; (iv) except as otherwise specifically provided for in this Agreement, promptly advise each Lender upon receipt of each notice and deliver to each Lender, promptly upon receipt, all other written communications furnished by the Borrower to the Agent on behalf of the Lenders pursuant to this Agreement, including without limitation copies of financial reports and certificates which are to be furnished to the Agent; (v) forward to each of the Lenders, upon request, copies of this Agreement, and other Credit Documents (other than any separate fee agreement); (vi) promptly forward to each Lender, upon request, an up-to-date loan status report; and (vii) upon learning of same, promptly advise each Lender in writing of the occurrence of an Event of Default or Default or the occurrence of any event, condition or circumstance which would have a Material Adverse Effect on the ability of the Borrower to comply with this Agreement or of the occurrence of any material adverse change on the business, operations or assets of the Borrower, taken as a whole, provided that, except as aforesaid, the Agent shall be under no duty or obligation whatsoever to provide any notice to the Lenders and further provided that each Lender hereby agrees to notify the Agent of any Event of Default or Default of which it may reasonably become aware. (b) The Agent may take the following actions only with the prior consent of the Majority Lenders, unless otherwise specified in this Agreement: (i) subject to Subsection 12.7(c), exercise any and all rights of approval conferred upon the Lenders by this Agreement; (ii) amend, modify or waive any of the terms of this Agreement (including waiver of an Event of Default or Default) if such amendment, modification or waiver would have a Material Adverse Effect on the rights of the Lenders thereunder and if such action is not otherwise provided for in Subsection 12.7(c); (iii) declare an Event of Default or take action to enforce performance of the obligations of the Borrower and pursue any available legal remedy necessary; (iv) decide to accelerate the amounts outstanding under the Credit Facilities; andand LEGAL_1:83525085.7 \ (v) pay insurance premiums, taxes and any other sums as may be reasonably required to protect the interests of the Lenders. (c) The Agent may take the following actions only if the prior unanimous consent of the Lenders is obtained, unless otherwise specified herein: (i) amend, modify, discharge, terminate or waive any of the terms of this Agreement if such amendment, modification, discharge, termination or waiver would amend the Canadian Dollar Amount of any Accommodation outstanding, reduce the interest rate applicable to any Accommodation, reduce the fees or other amounts payable with respect to any Accommodation, extend any date fixed for payment of principal, interest or other amounts relating to the Credit Facilities or extend the Maturity Date of the Credit Facility; and (ii) amend the definition of “Majority Lenders” or this Subsection 12.7(c). (d) Notwithstanding Subsection 12.7(b) and any other provision of this Agreement except for Subsection 12.7(c), in the absence of instructions from the Lenders and where, in the sole opinion of the Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action to protect the interests of the Lenders, the Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as the Agent deems appropriate or desirable. (e) As between the Borrower, the Agent and the Lenders: (i) all statements, certificates, consents and other documents which the Agent purports to deliver on behalf of the Lenders or the Majority Lenders shall be binding on each of the Lenders, and the Borrower shall not be required to ascertain or confirm the authority of the Agent in delivering such documents; (ii) all certificates, statements, notices and other documents which are delivered by the Borrower to the Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders, except where this Agreement expressly requires delivery of notices of Advances and payments to the Agent and/or individual Lenders; (iii) except in connection with Overdrafts and Letters of Credit, all payments which are delivered by the Borrower to the Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders.