Common use of Administration of the Credit Facility Clause in Contracts

Administration of the Credit Facility. (a) Unless otherwise specified herein, the Administrative Agent shall perform the following duties under this Agreement: (i) prior to any Borrowing, provided that the Administrative Agent has received confirmation from the Borrower (by way of the delivery of a Borrower’s Certificate of Compliance or Borrowing Notice, as applicable), or the Borrower’s counsel (if appropriate), that the conditions in Sections 10.1 and 10.2 have been complied with, as applicable, advise the Lenders that all conditions precedent have been fulfilled in accordance with the terms of this Agreement, subject to Subsection 12.9(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 Facility, maintain complete and accurate records showing all Advances made by the Lenders, all remittances and payments made by the Borrower to the Administrative Agent, all remittances and payments made by the Administrative Agent to the Lenders and all fees or any other sums received by the Administrative 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 Administrative 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 Administrative 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 Administrative 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 Administrative Agent of any Event of Default or Default of which it may reasonably become aware. (b) The Administrative 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 12.8(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 12.8(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 Facility; and (v) pay insurance premiums, taxes and any other sums as may be reasonably required to protect the interests of the Lenders. (c) The Administrative 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 Facility or extend the Maturity Date of the Credit Facility; (ii) amend the definition of “Majority Lenders” or this Subsection 12.8(c); and (iii) release, discharge or amend the Security Interest granted by the Borrower in favour of the Trustee. (d) Notwithstanding Subsection 12.8(b) and any other provision of this Agreement except for Subsection 12.8(c), in the absence of instructions from the Lenders and where, in the sole opinion of the Administrative Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action to protect the interests of the Lenders, the Administrative Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as the Administrative Agent deems appropriate or desirable. (e) As between the Borrower, the Administrative Agent and the Lenders: (i) all statements, certificates, consents and other documents which the Administrative 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 Administrative Agent in delivering such documents; (ii) all certificates, statements, notices and other documents which are delivered by the Borrower to the Administrative 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 Administrative Agent and/or individual Lenders; and (iii) all payments which are delivered by the Borrower to the Administrative Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders.

Administration of the Credit Facility. (a) Unless otherwise specified herein, the Administrative Agent shall perform the following duties under this Agreement: (i) prior to any the first Borrowing, provided that the Administrative Agent has received confirmation from the Borrower (by way of the delivery of a Borrower’s 's Certificate of Compliance or Borrowing Notice, as applicableCompliance), or the Borrower’s 's counsel (if appropriate), that the conditions in Sections Section 10.1 and 10.2 have has been complied with, as applicable, advise the Lenders that all conditions precedent have been fulfilled in accordance with the terms of this Agreement, subject to Subsection 12.9(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 Facility, maintain complete and accurate records showing all Advances made by the Lenders, all remittances and payments made by the Borrower to the Administrative Agent, all remittances and payments made by the Administrative Agent to the Lenders and all fees or any other sums received by the Administrative 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 Administrative 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 Administrative 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 Administrative 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 Administrative Agent of any Event of Default or Default of which it may reasonably become aware. (b) The Administrative 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 12.8(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 12.8(c); (iii) declare an Event of Default or take action to enforce performance of the obligations of the Borrower and pursue purse any available legal remedy necessary; (iv) decide to accelerate the amounts outstanding under the Credit Facility; and (v) pay insurance premiums, taxes and any other sums as may be reasonably required to protect the interests of the Lenders. (c) The Administrative 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 Facility or extend the Maturity Date of the Credit Facilityany Credit; (ii) amend the definition of “Majority of"Majority Lenders” " or this Subsection 12.8(c); and (iii) release, discharge or amend the Security Interest granted by the Borrower in favour of the Trustee. (d) Notwithstanding Subsection 12.8(b) and any other provision of this Agreement except for Subsection 12.8(c), in the absence of instructions from the Lenders and where, in the sole opinion of the Administrative Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action to protect the interests of the Lenders, the Administrative Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as the Administrative Agent deems appropriate or desirable. (e) As between the Borrower, the Administrative Agent and the Lenders: (i) all statements, certificates, consents and other documents which the Administrative 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 Administrative Agent in delivering such documents; (ii) all certificates, statements, notices and other documents which are delivered by the Borrower to the Administrative 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 Administrative Agent and/or individual Lenders; and (iii) all payments which are delivered by the Borrower to the Administrative Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders.

Administration of the Credit Facility. (a1) Unless otherwise specified herein, the Administrative Agent shall perform the following duties under this Agreement: (ia) prior to any Borrowing, provided that the Administrative Agent has received confirmation from the Borrower (by way of the take delivery of a Borrowereach Lender’s Certificate Applicable Percentage of Compliance or Borrowing Notice, as applicable), or the Borrower’s counsel (if appropriate), that the conditions in Sections 10.1 an Advance and 10.2 have been complied with, as applicable, advise the Lenders that make all conditions precedent have been fulfilled Advances hereunder in accordance with the terms of this Agreement, subject to Subsection 12.9(b) procedures set forth in Sections 6.7 and any other applicable terms of this Agreement6.11; (iib) use reasonable efforts to collect promptly all sums due and payable by the Borrower pursuant to this Agreement; (iiic) make all payments to the Lenders in accordance with the provisions hereof; (d) hold the Security on behalf of the Secured Parties; (e) hold all legal documents relating to the Credit Facility, maintain complete and accurate records showing all Advances made by the Lenders, all remittances and payments made by the Borrower to the Administrative Agent, all remittances and payments made by the Administrative Agent to the Lenders and all fees or any other sums received by the Administrative Agent and, except for accounts, records and documents relating to the fees payable by the Borrower to the Agent in its capacity as Agent or Arranger hereunder or under any separate fee agreementthe Fee Letter, allow each Lender and their respective advisers advisors to examine such accounts, records and documents at their own expense, and provide any Lender, upon reasonable notice, with such copies thereof or information contained therein as such Lender may reasonably require from time to time at the Lender’s expense; (ivf) 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 any Obligor to the Administrative 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 Administrative 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 (viig) upon learning of same, promptly advise each Lender in writing of the occurrence of an Event of Default or a Default or the occurrence of any event, condition or circumstance which would or could reasonably be expected to 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 wholeEffect, provided that, except as aforesaid, the Administrative 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 Administrative Agent of any Event of Default or Default of which it may reasonably become aware. (b2) The Administrative Agent may take the following actions only with the prior consent of the Majority Required Lenders, unless otherwise specified in this Agreement: (ia) subject to Subsection 12.8(cSection 10.2(3), exercise any and all rights of approval conferred upon the Lenders by this AgreementAgreement or any other Loan Document; (iib) give written notice to any Obligor in respect of any matter in respect of which notice may be required, permitted, necessary or desirable in accordance with or pursuant to this Agreement, promptly after receiving the consent of the Required Lenders, except that the Agent shall, without direction from the Lenders, immediately give the Borrower notice of any payment that is due or overdue under the terms of this Agreement unless the Agent considers that it should request the direction of the Required Lenders, in which case the Agent shall promptly request that direction; (c) amend, modify or waive any of the terms of this Agreement (of, or grant any waivers or releases in respect of, any Loan Document, including waiver of an Event of Default or a 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 12.8(cSection 10.2(3); (iiid) declare an Event of Default or take take, or cause to be taken by the Agent, action to enforce performance of the obligations Obligations and to realize upon the Security, including the appointment of a receiver, the Borrower exercise of powers of distress, lease or sale given by the Security or by-law and pursue the taking of foreclosure proceedings and/or the pursuit of any available other legal remedy necessary;; and (ive) decide to accelerate the amounts outstanding under the Credit Facility; and (v) pay insurance premiums, taxes and any other sums as may be reasonably required to protect the interests of the Lenders. (c3) The Administrative Agent may take the following actions only if the prior unanimous consent of the Lenders is obtained, unless otherwise specified herein: (ia) amend, modify, discharge, release, terminate or waive any of the terms of this Agreement or the Security if such amendment, modification, discharge, release, termination or waiver would increase the amount of the Credit Facility, amend the Canadian Dollar Amount purpose of any Accommodation outstandingthe Credit Facility, reduce the interest rate rates and similar charges applicable to any Accommodationthe Credit Facility, reduce the fees or other amounts payable with respect to any Accommodationthe Credit Facility, extend any date fixed for payment of principal, interest or any other amount relating to the Credit Facility or extend the term of the Credit Facility; provided however that, only the consent of the Lenders with Commitments or Advances outstanding under the Credit Facility is required for the reduction of the interest rates, fees and similar charges applicable to the Credit Facility or to extend any date for payment of principal, interest or other amounts relating to the Credit Facility or extend the Maturity Date of the Credit Facility; (iib) amend the definition of “Majority Required Lenders” or this Subsection 12.8(cSection 10.2(3); (c) subject to Section 10.2(5), discharge or release any Guarantor or discharge or release all or substantially all of the Security; and (iiid) releaseexcept as otherwise expressly permitted in this Agreement, discharge enter into or amend amend, modify or waive any material term of any Intercompany Subordination Agreement. For greater certainty, no Lender’s Commitment or Applicable Percentage may be amended without the Security Interest granted by consent of that Lender. In addition, no amendment, modification or waiver affecting the Borrower in favour rights or obligations of the TrusteeAgent or Issuing Bank may be made without their respective consent. (d4) To the extent that any Obligor or any Affiliate of an Obligor becomes a Lender, such Lender shall not be permitted to vote on or consent to any matter under this Agreement on or to which a Lender may vote or consent and the Commitment of such Lender shall be deemed not to be outstanding for the purposes of determining whether a specified majority has been achieved. (5) Notwithstanding Subsection 12.8(bSections 10.2(2) and any other provision of this Agreement except for Subsection 12.8(c)10.2(3) the Agent may, in without the absence of instructions from the Lenders and where, in the sole opinion of the Administrative Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action to protect the interests consent of the Lenders, make, or cause to be made, amendments to the Administrative Loan Documents that are for the sole purpose of curing any immaterial or administrative ambiguity, defect or inconsistency, but shall immediately notify the Lenders of any such action. The Agent may without notice also discharge, or release, or otherwise cause to be discharged or consent released, any Security to the extent necessary to allow any Loan Party to complete any sale or other disposition of the Lenders take such action on behalf of the Lenders as the Administrative Agent deems appropriate Property or desirableother transaction permitted by this Agreement. (e6) As between the BorrowerObligors, on the Administrative one hand, and the Agent and the Lenders, on the other hand: (ia) all statements, certificates, consents and other documents which the Administrative Agent purports to deliver on behalf of the Lenders or the Majority Required Lenders shall be binding on each of the Lenders, and none of the Borrower Obligors shall not be required to ascertain or confirm the authority of the Administrative Agent in delivering such documents; (iib) all certificates, statements, notices and other documents which are delivered by the Borrower any Obligor to the Administrative 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 Administrative Agent and/or individual Lenders; and (iiic) all payments which are delivered by the Borrower to the Administrative Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders. (7) Except in its own right as a Lender, the Agent shall not be required to advance its own funds for any purpose, and in particular, shall not be required to pay with its own funds insurance premiums, taxes or public utility charges or the cost of repairs or maintenance with respect to the assets which are the subject matter of the Security, nor shall it be required to pay with its own funds the fees of solicitors, counsel, auditors, experts or agents engaged by it as permitted hereby.

Administration of the Credit Facility. (a) Unless otherwise specified herein, the Administrative Agent shall perform the following duties under this Agreement: (i) prior to any Borrowing, provided that the Administrative Agent has received confirmation from the Borrower (by way of the delivery of a Borrower’s Certificate of Compliance or Borrowing Notice, as applicable), or the Borrower’s counsel (if appropriate), that the conditions in Sections 10.1 and 10.2 have been complied with, as applicable, advise the Lenders that all conditions precedent have been fulfilled in accordance with the terms of this Agreement, subject to Subsection 12.9(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 Facility, maintain complete and accurate records showing all Advances made by the Lenders, all remittances and payments made by the Borrower to the Administrative Agent, all remittances and payments made by the Administrative Agent to the Lenders and all fees or any other sums received by the Administrative 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;; LEGAL_1:60252742.8 (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 Administrative 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 Administrative 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 Administrative 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 Administrative Agent of any Event of Default or Default of which it may reasonably become aware. (b) The Administrative 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 12.8(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 12.8(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 Facility; and (v) pay insurance premiums, taxes and any other sums as may be reasonably required to protect the interests of the Lenders.. LEGAL_1:60252742.8 (c) The Administrative 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 Facility or extend the Maturity Date of the Credit Facility; (ii) amend the definition of “Majority Lenders” or this Subsection 12.8(c); and (iii) release, discharge or amend the Security Interest granted by the Borrower in favour of the Trustee. (d) Notwithstanding Subsection 12.8(b) and any other provision of this Agreement except for Subsection 12.8(c), in the absence of instructions from the Lenders and where, in the sole opinion of the Administrative Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action to protect the interests of the Lenders, the Administrative Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as the Administrative Agent deems appropriate or desirable. (e) As between the Borrower, the Administrative Agent and the Lenders: (i) all statements, certificates, consents and other documents which the Administrative 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 Administrative Agent in delivering such documents; (ii) all certificates, statements, notices and other documents which are delivered by the Borrower to the Administrative 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 Administrative Agent and/or individual Lenders; and (iii) all payments which are delivered by the Borrower to the Administrative Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders.. LEGAL_1:60252742.8

Administration of the Credit Facility. (a) Unless otherwise specified herein, the Administrative Agent shall perform the following duties under this Agreement: (i) prior to any Borrowing, provided that the Administrative Agent has received confirmation from the Borrower (by way of the delivery of a Borrower’s Certificate of Compliance or Borrowing Notice, as applicable), or the Borrower’s counsel (if appropriate), that the conditions in Sections 10.1 and 10.2 have been complied with, as applicable, advise the Lenders that all conditions precedent have been fulfilled in accordance with the terms of this Agreement, subject to Subsection 12.9(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 Facility, maintain complete and accurate records showing all Advances made by the Lenders, all remittances and payments made by the Borrower to the Administrative Agent, all remittances and payments made by the Administrative Agent to the Lenders and all fees or any other sums received by the Administrative 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 Administrative 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 Administrative 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 Administrative 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 Administrative Agent of any Event of Default or Default of which it may reasonably become aware. (b) The Administrative 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 12.8(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 12.8(c);; LEGAL_1:36982001.9 (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 Facility; and (v) pay insurance premiums, taxes and any other sums as may be reasonably required to protect the interests of the Lenders. (c) The Administrative 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 Facility or extend the Maturity Date of the Credit Facility; (ii) amend the definition of “Majority Lenders” or this Subsection 12.8(c); and (iii) release, discharge or amend the Security Interest granted by the Borrower in favour of the Trustee. (d) Notwithstanding Subsection 12.8(b) and any other provision of this Agreement except for Subsection 12.8(c), in the absence of instructions from the Lenders and where, in the sole opinion of the Administrative Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action to protect the interests of the Lenders, the Administrative Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as the Administrative Agent deems appropriate or desirable. (e) As between the Borrower, the Administrative Agent and the Lenders: (i) all statements, certificates, consents and other documents which the Administrative 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 Administrative Agent in delivering such documents; (ii) all certificates, statements, notices and other documents which are delivered by the Borrower to the Administrative 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 Administrative Agent and/or individual Lenders; andand LEGAL_1:36982001.9 (iii) all payments which are delivered by the Borrower to the Administrative Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders.

Administration of the Credit Facility. (a1) Unless otherwise specified herein, the Administrative Agent shall will perform the following duties under this Agreement: (ia) prior to any Borrowingan advance to the Construction Receiver hereunder, provided that the Administrative Agent has received confirmation from the Borrower (by way of the delivery of a Borrower’s Certificate of Compliance or Borrowing Notice, as applicable), or the Borrower’s counsel (if appropriate), that the conditions in Sections 10.1 and 10.2 have been complied with, as applicable, advise the Lenders ensure that all conditions precedent have been fulfilled in accordance with the terms of this Agreement, subject to Subsection 12.9(b) and any other applicable terms of this Agreement; (iib) take delivery of each Lender’s Applicable Percentage of a Loan and make all Loans hereunder in accordance with the provisions set forth herein; (c) use reasonable efforts to collect promptly all sums due and payable by the Borrower Construction Receiver pursuant to this Agreement; (iiid) make all payments to the Lenders in accordance with the provisions hereof; (e) hold all legal documents relating to the Credit Facility, maintain complete and accurate records showing all Advances Loans made by the Lenders, all remittances and payments made by the Borrower Construction Receiver to the Administrative Agent, all remittances and payments made by the Administrative Agent to the Lenders and all fees or any other sums received by the Administrative 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 advisors 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 its expense; (ivf) 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 Construction Receiver to the Administrative 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 Administrative Agent; (vg) forward to each of the Lenders, upon request, copies one copy each of this Agreement, Agreement and other Credit Documents (other than any separate fee agreement)Loan Documents; (vih) promptly forward to each Lender, upon request, an up-to-date loan status reportreport and any other information respecting the Construction Receiver reasonably requested by such Lender; and (viii) upon learning of same, promptly advise each Lender in writing of the occurrence of an Event of a 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 Administrative Agent shall be under no duty or obligation whatsoever to provide any notice information relative to the Lenders and further provided that each Lender hereby agrees to notify the Administrative Agent of any Event of Default or Default of which it may reasonably become awareConstruction Receiver. (b2) The Administrative Agent may take the following actions only with the prior consent of the Majority Required Lenders, unless otherwise specified in this Agreement: (ia) subject to Subsection 12.8(cSection 10.03(3), exercise any and all rights of approval conferred upon the Lenders by this Agreement; (iib) amend, modify or waive any of the terms of this Agreement (including waiver of a Default or an Event of Default or Default) if such amendment, modification or waiver would not have a Material Adverse Effect material adverse effect on the rights of the Lenders thereunder and if such action is not otherwise provided for in Subsection 12.8(cSection 10.03(3); (iiic) engage professionals, experts and agents as permitted by Section 10.04(1); and (d) declare an Event of Default or Default, take action to enforce performance of the obligations of Obligations and realize on collateral subject to the Borrower Security and pursue any available other legal remedy necessary; (iv) decide to accelerate the amounts outstanding under the Credit Facility; and (v) pay insurance premiums, taxes and any other sums as may be reasonably required necessary or advisable to protect the interests of the LendersLenders hereunder. (c3) The Administrative Agent may take the following actions only if with the prior unanimous consent of the Lenders is obtainedLenders, unless otherwise specified herein: (ia) amend, modify, discharge, terminate or waive any of the terms of this Agreement if such amendment, modification, discharge, termination or waiver would amend increase the Canadian Dollar Amount amount of any Accommodation outstandingthe Credit Facility, reduce the interest rate applicable to any Accommodationeither of the Credit Facility, reduce the fees or other amounts payable with respect to any Accommodationthe Credit Facility, extend any date fixed for payment of principal, principal or interest or other amounts relating to the Credit Facility or extend the Maturity Date of the Credit Facility; (iib) amend, modify, discharge, terminate or waive any terms of the Security otherwise than pursuant to the terms hereof or thereof; (c) amend this Section 10.03(3); (d) amend any provision of Article 5; (e) amend Section 7.01(1) or Section 7.02; (f) amend Section 9.06 or Section 10.01; (g) amend any provision of Schedule A; (h) amend the definition of “Majority Required Lenders” or this Subsection 12.8(c)”; andor (iiii) release, discharge where the Independent Cost Consultant identifies a Cost Overrun which the Administrative Agent proposes to finance other than by way of funding provided by Craft or amend Terra Firma under and in accordance with the Security Interest granted by the Borrower in favour of the TrusteeTF Cost Overrun Guarantee. (d) Notwithstanding Subsection 12.8(b) and any other provision of this Agreement except for Subsection 12.8(c), in the absence of instructions from the Lenders and where, in the sole opinion of the Administrative Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action to protect the interests of the Lenders, the Administrative Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as the Administrative Agent deems appropriate or desirable. (e4) As between the BorrowerConstruction Receiver, on the one hand, and the Administrative Agent and the Lenders, on the other hand: (ia) all statements, certificates, consents and other documents which the Administrative Agent purports to deliver on behalf of the Lenders or the Majority Required Lenders shall will be binding on each of the Lenders, and the Borrower shall Construction Receiver will not be required to ascertain or confirm the authority of the Administrative Agent in delivering such documents; (iib) all certificates, statements, notices and other documents which are delivered by the Borrower Construction Receiver to the Administrative Agent in accordance with this Agreement shall will 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 Administrative Agent and/or individual Lenders; and (iiic) all payments which are delivered made by the Borrower Construction Receiver to the Administrative Agent in accordance with this Agreement shall will be deemed to have been duly delivered made to each of the Lenders.