Common use of Hostile Acquisitions Clause in Contracts

Hostile Acquisitions. (1) In the event the Borrower wishes to utilize the proceeds of one or more Loans under the Credit Facility to, or to provide funds to any Subsidiary to, finance a Hostile Acquisition, then the following steps shall be followed: (a) at least five (5) Banking Days prior to the delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility intended to be used to finance such Hostile Acquisition, the Borrower shall notify the Agent and shall provide the Agent with particulars of such Hostile Acquisition, including particulars in sufficient detail to enable each Lender to determine whether it has a conflict of interest if the proceeds of Loans from such Lender are used by the Borrower to finance such Hostile Acquisition; (b) promptly after receipt of such notice and particulars from the Borrower, the Agent shall (i) notify an appropriate officer of each Lender and provide such particulars to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officer; (c) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each Lender shall notify the Agent of such Lender’s determination as to whether (i) such a conflict of interest exists or (ii) the funding of such Hostile Acquisition would contravene an internal policy of general application of such Lender (each such determination to be made by each such Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate); provided that in the event such Lender does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it has no such conflict of interest or contravention; and (d) the Agent shall promptly notify the Borrower of each such Lender’s determination, and, in the event that any Lender has such a conflict of interest or the funding would contravene such a policy (each, a “Conflicted Lender”), then upon such Conflicted Lender so notifying the Agent, the Conflicted Lender shall have no obligation to provide Loans to finance such Hostile Acquisition, notwithstanding any other provision of this Agreement to the contrary; provided, however, that each other Lender (each, a “Non-Conflicted Lender”) which has, or is deemed to have, no such conflict of interest or contravention shall have an obligation, up to the amount of its Commitment, to provide Loans to finance such Hostile Acquisition, and the Loans to finance such Hostile Acquisition shall be provided by each Non-Conflicted Lender in accordance with the ratio, determined prior to the provision of any Loans to finance such Hostile Acquisition, that the Commitment of such Non-Conflicted Lender under the Credit Facility bears to the aggregate Commitments of all Non-Conflicted Lenders under the Credit Facility. (2) If Loans are used to finance a Hostile Acquisition and there are Conflicted Lenders, subsequent Loans under the Credit Facility shall be funded firstly by Conflicted Lenders, up to the amount of their Commitments, and subsequent repayments under the Credit Facility shall be applied firstly to Non-Conflicted Lenders, in each case, until such time as the proportion that the amount of each Lender’s Outstanding Principal under the Credit Facility bears to the amount of the total Outstanding Principal of all Lenders is equal to such proportion which would have been in effect but for the application of this Section 2.19.

Hostile Acquisitions. (1) In the event the Borrower wishes to utilize the proceeds of one or more Loans under the any Credit Facility to, or to provide funds to any Subsidiary Subsidiary, Affiliate or other person to, acquire or finance an offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any person (the “Target”) which constitutes a Hostile Acquisition“take over bid” pursuant to applicable corporate or securities legislation (in any case, a “Takeover”), then either: (a) prior to or concurrently with delivery to the Agent or the Operating Lender (as the case may be) of any Drawdown Notice pursuant to Section 2.6 requesting one or more Loans under the Credit Facilities, the proceeds of which are to be used to finance such Takeover, the Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) that the board of directors or like body of the Target, or the holders of all of the securities of the Target, has or have approved, accepted, or recommended to security holders acceptance of, the Takeover; or (b) the following steps shall be followed: (ai) at least five (5) Banking Days prior to the delivery to the Agent or the Operating Lender (as the case may be) of any Drawdown Notice pursuant to Section 2.7 2.6 requesting one or more Loans under the Credit Facility intended to be used to finance such Hostile AcquisitionTakeover, the Borrower shall notify advise the Agent and Agent, who shall provide the Agent with particulars of such Hostile Acquisition, including particulars in sufficient detail to enable each Lender to determine whether it has a conflict of interest if the proceeds of Loans from such Lender are used by the Borrower to finance such Hostile Acquisition; (b) promptly after receipt of such notice and particulars from the Borrower, the Agent shall (i) notify advise an appropriate officer of each Lender and provide such of the particulars to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officerTakeover; (cii) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, in the case of a Drawdown Notice in respect of the Syndicated Facility, each Lender shall notify the Agent of such LenderXxxxxx’s determination as to whether (i) it is willing to finance such a conflict of interest exists or (ii) the funding of such Hostile Acquisition would contravene an internal policy of general application of such Lender (each such determination to be made by each such Lender Takeover or, in the exercise case of a Drawdown Notice in respect of the Operating Facility, the Operating Lender shall notify the Agent of its sole discretion, having regard determination as to whether it is willing to finance such considerations as it deems appropriate)Takeover; provided that that, in the event any such Lender does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it has no is not willing to finance such conflict of interest or contraventionTakeover; and (diii) the Agent shall promptly notify the Borrower of each such applicable Lender’s determination, and, and in the event that any Lender has notified or is deemed to have notified the Agent that it is not willing to finance such a conflict of interest or the funding would contravene such a policy Takeover (each, a “Conflicted Declining Lender”), then upon such Conflicted Lender so notifying the Agent, the Conflicted Lender Declining Lenders shall have no obligation to provide Loans to finance such Hostile AcquisitionTakeover, notwithstanding any other provision of this Agreement to the contrary; provided, however, that each other Lender (each, a “Non-Conflicted Financing Lender”) which has, or has advised the Agent it is deemed willing to have, no finance such conflict of interest or contravention Takeover shall have an obligation, up to the amount of its CommitmentCommitment under the relevant Credit Facility, to provide Loans to finance such Hostile AcquisitionTakeover, and the Loans to finance such Hostile Acquisition Takeover shall be provided by each Non-Conflicted Financing Lender in accordance with the ratio, determined prior to the provision of any Loans to finance such Hostile AcquisitionTakeover, that the Commitment of such Non-Conflicted Financing Lender under the Credit Facility in question bears to the aggregate the Commitments of all Non-Conflicted the Financing Lenders under the Credit FacilityFacility in question. (2) If Loans are used to finance a Hostile Acquisition Takeover and there are Conflicted Declining Lenders, subsequent Loans under the a Credit Facility shall be funded firstly by Conflicted Lenders, up to the amount of their CommitmentsDeclining Lenders having Commitments under such Credit Facility, and subsequent repayments under the such Credit Facility shall be applied firstly to Non-Conflicted Financing Lenders, in each case, until such time as the proportion that the amount of each Lender’s Outstanding Principal under the such Credit Facility bears to the amount of the total Outstanding Principal of all Lenders under such Credit Facility is equal to such proportion which would have been in effect but for the application of this Section 2.192.22.

Hostile Acquisitions. (1a) In the event the Borrower wishes to utilize the proceeds of one or more Loans under the Credit Revolving Facility or the Operating Facility after the Closing Date to, or to provide funds to any Subsidiary to, finance an offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any Person (the “Target”) which constitutes a Hostile Acquisition“take-over bid” pursuant to applicable securities legislation, including the Canada Business Corporations Act if the Target is governed thereby, and the board of directors of that Person, or other body serving similar functions, has not approved the offer or recommended to the equityholders of the Target that they sell their equity interests pursuant to the proposed offer (in any case, a “Take-over”), then either: (i) prior to or concurrently with delivery to the Agent or the Operating Lender of any Drawdown Notice pursuant to Section 2.2 requesting one or more Loans under the Revolving Facility or the Operating Facility, the proceeds of which are to be used to finance such Take-over, the Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) that the board of directors or like body of the Target, or the holders of all of the securities of the Target, has or have approved, accepted, or recommended to security holders acceptance of, the Take-over; or (ii) the following steps shall be followed: (aA) at least five (5) Banking Days prior to the delivery to the Agent or the Operating Lender of any Drawdown Notice pursuant to Section 2.7 2.2 requesting one or more Loans under the Credit Facility intended to be used to finance such Hostile AcquisitionTake-over, the Borrower shall notify advise the Agent and Agent, who shall provide promptly advise an appropriate officer of each Revolving Lender under the Agent with Revolving Facility or Operating Lender under the Operating Facility, as applicable, of the particulars of such Hostile Acquisition, including particulars Take-over in sufficient detail to enable each such Lender (the “Notified Lender”) to determine whether it has a conflict of interest if the proceeds of Loans from such Lender are used by the Borrower to finance such Hostile AcquisitionTake-over; (b) promptly after receipt of such notice and particulars from the Borrower, the Agent shall (i) notify an appropriate officer of each Lender and provide such particulars to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officer; (cB) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each Notified Lender shall notify the Agent of such Notified Lender’s determination as to whether (i) such a conflict of interest exists or (ii) the funding of such Hostile Acquisition would contravene an internal policy of general application of such Lender (each such determination to be made by each such Notified Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate); provided that in the event such Notified Lender does not so notify the Agent within such three (3) Banking Day period, such Notified Lender shall be deemed to have notified the Agent that it has no such conflict of interest or contraventioninterest; and (dC) the Agent shall promptly notify the President or Chief Financial Officer of the Borrower of each such Notified Lender’s determination, and, ; and in the event that any Notified Lender has such a conflict of interest or the funding would contravene such a policy (each, a an “Conflicted Affected Lender”), then upon such Conflicted Lender the Agent so notifying the AgentBorrower, the Conflicted Affected Lender shall have no obligation to provide Loans to finance such Hostile AcquisitionTake-over, notwithstanding any other provision of this Credit Agreement to the contrary; provided, however, provided however that each other Notified Lender (each, a “Non-Conflicted Affected Lender”) which has, or is deemed to have, no such conflict of interest or contravention shall have an obligation, up to the amount of its CommitmentCommitment under the Revolving Facility, to provide Loans to finance such Hostile AcquisitionTake-over, and the Loans to finance such Hostile Acquisition Take-over shall be provided by each Non-Conflicted Affected Lender in accordance with the ratio, determined prior to the provision of any Loans to finance such Hostile AcquisitionTake-over, that the Commitment of such Non-Conflicted Affected Lender under the Credit Revolving Facility bears to the aggregate of the Commitments of all the Non-Conflicted Affected Lenders under the Credit Revolving Facility. (2b) If Loans are used after the Closing Date to finance a Hostile Acquisition Take-over and there are Conflicted LendersAffected Lenders under the Revolving Facility, subsequent Loans under the Credit Revolving Facility shall be funded firstly by Conflicted such Affected Lenders, up to the amount of their Commitments, and subsequent repayments under the Credit Revolving Facility shall be applied firstly to Non-Conflicted Affected Lenders, in each case, until such time as the proportion that the amount of each Lender’s Outstanding Principal under the Credit Revolving Facility bears to the amount of the total Outstanding Principal under the Revolving Facility of all Lenders is equal to such proportion which would have been in effect but for the application of this Section 2.192.10.

Hostile Acquisitions. (1) In the event If the Borrower wishes to utilize the proceeds of one Drawdowns to facilitate, directly or more Loans under the Credit Facility toindirectly, or to provide funds to any Subsidiary to, finance a Hostile Acquisition, then Acquisition by the following steps shall be followedBorrower or any Affiliate of the Borrower: (a) at least five (5) Banking Business Days prior to the delivery to the Agent of any a Notice of Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility intended to be used to finance such made in connection with a Hostile Acquisition, the Responsible Officer of the Borrower shall notify the Agent and (who shall provide then notify the Agent with Lenders) of the particulars of such the Hostile Acquisition, including particulars Acquisition in sufficient detail to enable each Lender to determine whether it has a conflict of interest if the proceeds of Loans which, in its judgment, would prevent it from such Lender are used by the Borrower participating in a Drawdown to finance be utilized for such Hostile Acquisition; (b) promptly after receipt of such notice and particulars from the Borrowerif a Lender, the Agent acting in good faith, determines that it shall (i) notify not fund an appropriate officer of each Lender and provide such particulars Advance to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officer; (c) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each Lender shall notify the Agent of such Lender’s determination as to whether (i) such a conflict of interest exists or (ii) the funding of be utilized for such Hostile Acquisition would contravene an internal policy by reason of general application of such Lender (each such determination to be made by each such Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate); provided that in the event such Lender does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it has no such conflict of interest or contravention; and (d) the Agent shall promptly notify the Borrower of each such Lender’s determination, and, in the event that any Lender has such a conflict of interest or the funding would contravene such a policy (each, a “Conflicted Lender”)interest, then upon such Conflicted Lender so notifying the Agent, who shall then forthwith notify the Conflicted Borrower, such Lender shall have no obligation to provide Loans to finance fund such Hostile Acquisition, Advance notwithstanding any other provision of this Agreement to the contrary; provided, however, that ; (c) each other Lender shall use reasonable commercial efforts to notify the Agent as soon as practicable (and in any event within three (3) Business Days of receipt of the request) of its decision whether or not to fund a proposed Hostile Acquisition; (d) if a Lender fails to notify the Agent within three (3) Business Days of receipt of the request of its determination as to whether it has a conflict of interest which would prevent it from funding a proposed Hostile Acquisition such Lender shall be deemed to have decided not to participate in the funding of the Hostile Acquisition; (e) if a Lender (each, a “Non-Conflicted Funding Lender”) which has, notifies or is deemed to have, no such notify the Agent of its determination that it has a conflict of interest or contravention shall have an obligation, up to which prevents it from participating in the amount funding of its Commitment, to provide Loans to finance such a proposed Hostile Acquisition, the Agent shall notify the other Lenders of that determination and the Loans other Lenders shall have the right but not the obligation to finance such fund that portion of the financing of the Hostile Acquisition which would otherwise have been funded by the Non-Funding Lender, each in proportion to its Pro Rata Share (exclusive of the Non-Funding Lender) of such financing. To the extent practicable a Non-Funding Lender shall be increase its proportion of subsequent Advances which do not relate to the proposed Hostile Acquisition, such that the Accommodations provided by each Non-Conflicted Lender in accordance with the ratio, determined prior is restored as soon as reasonably possible to the provision of any Loans to finance such Hostile Acquisition, that the Commitment of such Non-Conflicted Lender under the Credit Facility bears to the aggregate Commitments of all Non-Conflicted Lenders under the Credit Facility. (2) If Loans are used to finance a Hostile Acquisition and there are Conflicted Lenders, subsequent Loans under the Credit Facility shall be funded firstly by Conflicted Lenders, up to the amount of their Commitments, and subsequent repayments under the Credit Facility shall be applied firstly to Non-Conflicted Lenders, in each case, until such time as the proportion that the amount of each Lender’s Outstanding Principal under the Credit Facility bears to the amount of the total Outstanding Principal of all Lenders is equal to such proportion which would have been in effect but for the application of this Section 2.19Pro Rata Share.

Hostile Acquisitions. (1) In the event the a Borrower wishes to utilize the proceeds of one or more Loans under the a Credit Facility to, or to provide funds to any Subsidiary Subsidiary, Affiliate or other Person to, finance an offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any Person (the “Target”) which constitutes a Hostile Acquisition“take-over bid” pursuant to applicable corporate or securities legislation (in any case, a “Takeover”), then either: (a) prior to or concurrently with delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Canadian Credit Facilities or the U.S. Credit Facilities, the proceeds of which are to be used to finance such Takeover, the applicable Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) that the board of directors or like body of the Target, or the holders of all of the securities of the Target, has or have approved, accepted, or recommended to security holders acceptance of, the Takeover; or (b) the following steps shall be followed: (ai) at least five (5) Banking Days prior to the delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility intended to be used to finance such Hostile AcquisitionTakeover, the applicable Borrower shall notify advise the Agent and Agent, who shall provide the Agent with particulars of such Hostile Acquisition, including particulars in sufficient detail to enable each Lender to determine whether it has a conflict of interest if the proceeds of Loans from such Lender are used by the Borrower to finance such Hostile Acquisition; (b) promptly after receipt of such notice and particulars from the Borrower, the Agent shall (i) notify advise an appropriate officer of each Lender and provide such of the particulars to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officerTakeover; (cii) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each Lender shall notify the Agent of such LenderXxxxxx’s determination as to whether (i) it is willing to finance such a conflict of interest exists or (ii) the funding of such Hostile Acquisition would contravene an internal policy of general application of such Lender (each such determination to be made by each such Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate)Takeover; provided that that, in the event such Lender Xxxxxx does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it has no is not willing to finance such conflict of interest or contraventionTakeover; and (diii) the Agent shall promptly notify the applicable Borrower of each such Lender’s determination, and, and in the event that any Lender has notified or is deemed to have notified the Agent that it is not willing to finance such a conflict of interest or the funding would contravene such a policy Takeover (each, a “Conflicted Declining Lender”), then upon such Conflicted Lender so notifying the Agent, the Conflicted Lender Declining Lenders shall have no obligation to provide Loans to finance such Hostile AcquisitionTakeover, notwithstanding any other provision of this Agreement to the contrary; provided, however, that each other Lender (each, a “Non-Conflicted Financing Lender”) which has, or has advised the Agent it is deemed willing to have, no finance such conflict of interest or contravention Takeover shall have an obligation, up to the amount of its CommitmentCommitment under the relevant Credit Facility, to provide Loans to finance such Hostile AcquisitionTakeover, and the Loans to finance such Hostile Acquisition Takeover shall be provided by each Non-Conflicted Financing Lender in accordance with the ratio, determined prior to the provision of any Loans to finance such Hostile AcquisitionTakeover, that the Commitment of such Non-Conflicted Financing Lender under the Credit Facility in question bears to the aggregate the Commitments of all Non-Conflicted the Financing Lenders under the Credit FacilityFacility in question. (2) If Loans are used to finance a Hostile Acquisition Takeover and there are Conflicted Declining Lenders, subsequent Loans under the a Credit Facility shall be funded firstly by Conflicted Lenders, up to the amount of their CommitmentsDeclining Lenders having Commitments under such Credit Facility, and subsequent repayments under the such Credit Facility shall be applied firstly to Non-Conflicted Financing Lenders, in each case, until such time as the proportion that the amount of each Lender’s Outstanding Principal under the such Credit Facility bears to the amount of the total Outstanding Principal of all Lenders under such Credit Facility is equal to such proportion which would have been in effect but for the application of this Section 2.192.25.

Hostile Acquisitions. (1) In the event the Borrower wishes to utilize the proceeds of one or more Loans under the any Credit Facility to, or to provide funds to any Subsidiary Subsidiary, Affiliate or other person to, finance an offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any person (the "Target") which constitutes a Hostile Acquisition"take over bid" pursuant to applicable corporate or securities legislation (in any case, a "Takeover"), then either: (a) prior to or concurrently with delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facilities, the proceeds of which are to be used to finance such Takeover, the Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) that the board of directors or like body of the Target, or the holders of all of the securities of the Target, has or have approved, accepted, or recommended to security holders acceptance of, the Takeover; or (b) the following steps shall be followed: (ai) at least five (5) Banking Days prior to the delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility intended to be used to finance such Hostile AcquisitionTakeover, the Borrower shall notify advise the Agent and Agent, who shall provide the Agent with particulars of such Hostile Acquisition, including particulars in sufficient detail to enable each Lender to determine whether it has a conflict of interest if the proceeds of Loans from such Lender are used by the Borrower to finance such Hostile Acquisition; (b) promptly after receipt of such notice and particulars from the Borrower, the Agent shall (i) notify advise an appropriate officer of each Lender and provide such of the particulars to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officerTakeover; (cii) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each Lender shall notify the Agent of such Lender’s Lxxxxx's determination as to whether (i) it is willing to finance such a conflict of interest exists or (ii) the funding of such Hostile Acquisition would contravene an internal policy of general application of such Lender (each such determination to be made by each such Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate)Takeover; provided that that, in the event such Lender does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it has no is not willing to finance such conflict of interest or contraventionTakeover; and (diii) the Agent shall promptly notify the Borrower of each such Lender’s Lxxxxx's determination, and, and in the event that any Lender has notified or is deemed to have notified the Agent that it is not willing to finance such a conflict of interest or the funding would contravene such a policy Takeover (each, a “Conflicted "Declining Lender”"), then upon such Conflicted Lender so notifying the Agent, the Conflicted Lender Declining Lenders shall have no obligation to provide Loans to finance such Hostile AcquisitionTakeover, notwithstanding any other provision of this Agreement to the contrary; provided, however, that each other Lender (each, a “Non-Conflicted "Financing Lender”") which has, or has advised the Agent it is deemed willing to have, no finance such conflict of interest or contravention Takeover shall have an obligation, up to the amount of its CommitmentCommitment under the relevant Credit Facility, to provide Loans to finance such Hostile AcquisitionTakeover, and the Loans to finance such Hostile Acquisition Takeover shall be provided by each Non-Conflicted Financing Lender in accordance with the ratio, determined prior to the provision of any Loans to finance such Hostile AcquisitionTakeover, that the Commitment of such Non-Conflicted Financing Lender under the Credit Facility in question bears to the aggregate the Commitments of all Non-Conflicted the Financing Lenders under the Credit FacilityFacility in question. (2) If Loans are used to finance a Hostile Acquisition Takeover and there are Conflicted Declining Lenders, subsequent Loans under the a Credit Facility shall be funded firstly by Conflicted Lenders, up to the amount of their CommitmentsDeclining Lenders having Commitments under such Credit Facility, and subsequent repayments under the such Credit Facility shall be applied firstly to Non-Conflicted Financing Lenders, in each case, until such time as the proportion that the amount of each Lender’s 's Outstanding Principal under the such Credit Facility bears to the amount of the total Outstanding Principal of all Lenders under such Credit Facility is equal to such proportion which would have been in effect but for the application of this Section 2.192.23.

Hostile Acquisitions. (1) In the event the a Borrower wishes to utilize the proceeds of one or more Loans under either Canadian Credit Facility or the Credit U.S. Facility to, or to provide funds to any Subsidiary Subsidiary, Affiliate or other person to, finance an offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any person (the "Target") which constitutes a Hostile Acquisition"take-over bid" pursuant to applicable corporate or securities legislation (in any case, a "Takeover"), then either: (a) prior to or concurrently with delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Canadian Credit Facilities or the U.S. Facility, the proceeds of which are to be used to finance such Takeover, the applicable Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) that the board of directors or like body of the Target, or the holders of all of the securities of the Target, has or have approved, accepted, or recommended to security holders acceptance of, the Takeover; or (b) the following steps shall be followed: (ai) at least five (5) Banking Days prior to the delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility intended to be used to finance such Hostile AcquisitionTakeover, the applicable Borrower shall notify advise the Agent and Agent, who shall provide the Agent with particulars of such Hostile Acquisition, including particulars in sufficient detail to enable each Lender to determine whether it has a conflict of interest if the proceeds of Loans from such Lender are used by the Borrower to finance such Hostile Acquisition; (b) promptly after receipt of such notice and particulars from the Borrower, the Agent shall (i) notify advise an appropriate officer of each Lender and provide such of the particulars to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officerTakeover; (cii) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each Lender shall notify the Agent of such Lender’s 's determination as to whether (i) it is willing to finance such a conflict of interest exists or (ii) the funding of such Hostile Acquisition would contravene an internal policy of general application of such Lender (each such determination to be made by each such Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate)Takeover; provided that that, in the event such Lender does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it has no is not willing to finance such conflict of interest or contraventionTakeover; and (diii) the Agent shall promptly notify the applicable Borrower of each such Lender’s 's determination, and, and in the event that any Lender has notified or is deemed to have notified the Agent that it is not willing to finance such a conflict of interest or the funding would contravene such a policy Takeover (each, a “Conflicted "Declining Lender”"), then upon such Conflicted Lender so notifying the Agent, the Conflicted Lender Declining Lenders shall have no obligation to provide Loans to finance such Hostile AcquisitionTakeover, notwithstanding any other provision of this Agreement to the contrary; provided, however, that each other Lender (each, a “Non-Conflicted "Financing Lender”") which has, or has advised the Agent it is deemed willing to have, no finance such conflict of interest or contravention Takeover shall have an obligation, up to the amount of its CommitmentCommitment under the relevant Credit Facility, to provide Loans to finance such Hostile AcquisitionTakeover, and the Loans to finance such Hostile Acquisition Takeover shall be provided by each Non-Conflicted Financing Lender in accordance with the ratio, determined prior to the provision of any Loans to finance such Hostile AcquisitionTakeover, that the Commitment of such Non-Conflicted Financing Lender under the Credit Facility in question bears to the aggregate the Commitments of all Non-Conflicted the Financing Lenders under the Credit FacilityFacility in question. (2) If Loans are used to finance a Hostile Acquisition Takeover and there are Conflicted Declining Lenders, subsequent Loans under the a Credit Facility shall be funded firstly by Conflicted Lenders, up to the amount of their CommitmentsDeclining Lenders having Commitments under such Credit Facility, and subsequent repayments under the such Credit Facility shall be applied firstly to Non-Conflicted Financing Lenders, in each case, until such time as the proportion that the amount of each Lender’s 's Outstanding Principal under the such Credit Facility bears to the amount of the total Outstanding Principal of all Lenders under such Credit Facility is equal to such proportion which would have been in effect but for the application of this Section 2.192.24.

Hostile Acquisitions. (1) In the event the Borrower wishes to utilize the proceeds of one or more Loans under the any Credit Facility to, or to provide funds to any Subsidiary Subsidiary, Affiliate or other person to, finance an offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any person (the “Target”) which constitutes a Hostile Acquisition“take over bid” pursuant to applicable corporate or securities legislation (in any case, a “Takeover”), then either: (a) prior to or concurrently with delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facilities, the proceeds of which are to be used to finance such Takeover, the Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) that the board of directors or like body of the Target, or the holders of all of the securities of the Target, has or have approved, accepted, or recommended to security holders acceptance of, the Takeover; or (b) the following steps shall be followed: (ai) at least five (5) Banking Days prior to the delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility intended to be used to finance such Hostile AcquisitionTakeover, the Borrower shall notify advise the Agent and Agent, who shall provide the Agent with particulars of such Hostile Acquisition, including particulars in sufficient detail to enable each Lender to determine whether it has a conflict of interest if the proceeds of Loans from such Lender are used by the Borrower to finance such Hostile Acquisition; (b) promptly after receipt of such notice and particulars from the Borrower, the Agent shall (i) notify advise an appropriate officer of each Lender and provide such of the particulars to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officerTakeover; (cii) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each Lender shall notify the Agent of such LenderXxxxxx’s determination as to whether (i) it is willing to finance such a conflict of interest exists or (ii) the funding of such Hostile Acquisition would contravene an internal policy of general application of such Lender (each such determination to be made by each such Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate)Takeover; provided that that, in the event such Lender does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it has no is not willing to finance such conflict of interest or contraventionTakeover; and (diii) the Agent shall promptly notify the Borrower of each such LenderXxxxxx’s determination, and, and in the event that any Lender has notified or is deemed to have notified the Agent that it is not willing to finance such a conflict of interest or the funding would contravene such a policy Takeover (each, a “Conflicted Declining Lender”), then upon such Conflicted Lender so notifying the Agent, the Conflicted Lender Declining Lenders shall have no obligation to provide Loans to finance such Hostile AcquisitionTakeover, notwithstanding any other provision of this Agreement to the contrary; provided, however, that each other Lender (each, a “Non-Conflicted Financing Lender”) which has, or has advised the Agent it is deemed willing to have, no finance such conflict of interest or contravention Takeover shall have an obligation, up to the amount of its CommitmentCommitment under the relevant Credit Facility, to provide Loans to finance such Hostile AcquisitionTakeover, and the Loans to finance such Hostile Acquisition Takeover shall be provided by each Non-Conflicted Financing Lender in accordance with the ratio, determined prior to the provision of any Loans to finance such Hostile AcquisitionTakeover, that the Commitment of such Non-Conflicted Financing Lender under the Credit Facility in question bears to the aggregate the Commitments of all Non-Conflicted the Financing Lenders under the Credit FacilityFacility in question. (2) If Loans are used to finance a Hostile Acquisition Takeover and there are Conflicted Declining Lenders, subsequent Loans under the a Credit Facility shall be funded firstly by Conflicted Lenders, up to the amount of their CommitmentsDeclining Lenders having Commitments under such Credit Facility, and subsequent repayments under the such Credit Facility shall be applied firstly to Non-Conflicted Financing Lenders, in each case, until such time as the proportion that the amount of each Lender’s Outstanding Principal under the such Credit Facility bears to the amount of the total Outstanding Principal of all Lenders under such Credit Facility is equal to such proportion which would have been in effect but for the application of this Section 2.192.22.

Hostile Acquisitions. (1) In the event the Borrower wishes to utilize the proceeds of one or more Loans under the any Credit Facility to, or to provide funds to any Subsidiary Subsidiary, Affiliate or other person to, acquire or finance an offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any person (the "Target") which constitutes a Hostile Acquisition"take over bid" pursuant to applicable corporate or securities legislation (in any case, a "Takeover"), then either: (a) prior to or concurrently with delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facilities, the proceeds of which are to be used to finance such Takeover, the Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) that the board of directors or like body of the Target, or the holders of all of the securities of the Target, has or have approved, accepted, or recommended to security holders acceptance of, the Takeover; or (b) the following steps shall be followed: (ai) at least five (5) Banking Days prior to the delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility intended to be used to finance such Hostile AcquisitionTakeover, the Borrower shall notify advise the Agent and Agent, who shall provide the Agent with particulars of such Hostile Acquisition, including particulars in sufficient detail to enable each Lender to determine whether it has a conflict of interest if the proceeds of Loans from such Lender are used by the Borrower to finance such Hostile Acquisition; (b) promptly after receipt of such notice and particulars from the Borrower, the Agent shall (i) notify advise an appropriate officer of each Lender and provide such of the particulars to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officerTakeover; (cii) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each Lender shall notify the Agent of such Lender’s Xxxxxx's determination as to whether (i) it is willing to finance such a conflict of interest exists or (ii) the funding of such Hostile Acquisition would contravene an internal policy of general application of such Lender (each such determination to be made by each such Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate)Takeover; provided that that, in the event such Lender does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it has no is not willing to finance such conflict of interest or contraventionTakeover; and (diii) the Agent shall promptly notify the Borrower of each such Lender’s Xxxxxx's determination, and, and in the event that any Lender has notified or is deemed to have notified the Agent that it is not willing to finance such a conflict of interest or the funding would contravene such a policy Takeover (each, a “Conflicted "Declining Lender”"), then upon such Conflicted Lender so notifying the Agent, the Conflicted Lender Declining Lenders shall have no obligation to provide Loans to finance such Hostile AcquisitionTakeover, notwithstanding any other provision of this Agreement to the contrary; provided, however, that each other Lender (each, a “Non-Conflicted "Financing Lender”") which has, or has advised the Agent it is deemed willing to have, no finance such conflict of interest or contravention Takeover shall have an obligation, up to the amount of its CommitmentCommitment under the relevant Credit Facility, to provide Loans to finance such Hostile AcquisitionTakeover, and the Loans to finance such Hostile Acquisition Takeover shall be provided by each Non-Conflicted Financing Lender in accordance with the ratio, determined prior to the provision of any Loans to finance such Hostile AcquisitionTakeover, that the Commitment of such Non-Conflicted Financing Lender under the Credit Facility in question bears to the aggregate the Commitments of all Non-Conflicted the Financing Lenders under the Credit FacilityFacility in question. (2) If Loans are used to finance a Hostile Acquisition Takeover and there are Conflicted Declining Lenders, subsequent Loans under the a Credit Facility shall be funded firstly by Conflicted Lenders, up to the amount of their CommitmentsDeclining Lenders having Commitments under such Credit Facility, and subsequent repayments under the such Credit Facility shall be applied firstly to Non-Conflicted Financing Lenders, in each case, until such time as the proportion that the amount of each Lender’s 's Outstanding Principal under the such Credit Facility bears to the amount of the total Outstanding Principal of all Lenders under such Credit Facility is equal to such proportion which would have been in effect but for the application of this Section 2.192.23.

Hostile Acquisitions. (1) In the event the a Borrower wishes to utilize the proceeds of one or more Loans under the a Credit Facility to, or to provide funds to any Subsidiary Subsidiary, Affiliate or other Person to, finance an offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any Person (the “Target”) which constitutes a Hostile Acquisition“take-over bid” pursuant to applicable corporate or securities legislation (in any case, a “Takeover”), then either: (a) prior to or concurrently with delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Canadian Credit Facilities or the U.S. Credit Facilities, the proceeds of which are to be used to finance such Takeover, the applicable Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) that the board of directors or like body of the Target, or the holders of all of the securities of the Target, has or have approved, accepted, or recommended to security holders acceptance of, the Takeover; or (b) the following steps shall be followed: (ai) at least five (5) Banking Days prior to the delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility intended to be used to finance such Hostile AcquisitionTakeover, the applicable Borrower shall notify advise the Agent and Agent, who shall provide the Agent with particulars of such Hostile Acquisition, including particulars in sufficient detail to enable each Lender to determine whether it has a conflict of interest if the proceeds of Loans from such Lender are used by the Borrower to finance such Hostile Acquisition; (b) promptly after receipt of such notice and particulars from the Borrower, the Agent shall (i) notify advise an appropriate officer of each Lender and provide such of the particulars to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officerTakeover; (cii) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each Lender shall notify the Agent of such Lender’s determination as to whether (i) it is willing to finance such a conflict of interest exists or (ii) the funding of such Hostile Acquisition would contravene an internal policy of general application of such Lender (each such determination to be made by each such Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate)Takeover; provided that that, in the event such Lender does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it has no is not willing to finance such conflict of interest or contraventionTakeover; and (diii) the Agent shall promptly notify the applicable Borrower of each such Lender’s determination, and, and in the event that any Lender has notified or is deemed to have notified the Agent that it is not willing to finance such a conflict of interest or the funding would contravene such a policy Takeover (each, a “Conflicted Declining Lender”), then upon such Conflicted Lender so notifying the Agent, the Conflicted Lender Declining Lenders shall have no obligation to provide Loans to finance such Hostile AcquisitionTakeover, notwithstanding any other provision of this Agreement to the contrary; provided, however, that each other Lender (each, a “Non-Conflicted Financing Lender”) which has, or has advised the Agent it is deemed willing to have, no finance such conflict of interest or contravention Takeover shall have an obligation, up to the amount of its CommitmentCommitment under the relevant Credit Facility, to provide Loans to finance such Hostile AcquisitionTakeover, and the Loans to finance such Hostile Acquisition Takeover shall be provided by each Non-Conflicted Financing Lender in accordance with the ratio, determined prior to the provision of any Loans to finance such Hostile AcquisitionTakeover, that the Commitment of such Non-Conflicted Financing Lender under the Credit Facility in question bears to the aggregate the Commitments of all Non-Conflicted the Financing Lenders under the Credit FacilityFacility in question. (2) If Loans are used to finance a Hostile Acquisition Takeover and there are Conflicted Declining Lenders, subsequent Loans under the a Credit Facility shall be funded firstly by Conflicted Lenders, up to the amount of their CommitmentsDeclining Lenders having Commitments under such Credit Facility, and subsequent repayments under the such Credit Facility shall be applied firstly to Non-Conflicted Financing Lenders, in each case, until such time as the proportion that the amount of each Lender’s Outstanding Principal under the such Credit Facility bears to the amount of the total Outstanding Principal of all Lenders under such Credit Facility is equal to such proportion which would have been in effect but for the application of this Section 2.192.25.

Hostile Acquisitions. (1) In the event the a Borrower wishes to utilize the proceeds of one or more Loans under the a Credit Facility to, or to provide funds to any Subsidiary Subsidiary, Affiliate or other Person to, finance an offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any Person (the “Target”) which constitutes a Hostile Acquisition“take-over bid” pursuant to applicable corporate or securities legislation (in any case, a “Takeover”), then either: (a) prior to or concurrently with delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Canadian Revolving Facilities or the U.S. Credit Facilities, the proceeds of which are to be used to finance such Takeover, the applicable Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) that the board of directors or like body of the Target, or the holders of all of the securities of the Target, has or have approved, accepted, or recommended to security holders acceptance of, the Takeover; or (b) the following steps shall be followed: (ai) at least five (5) Banking Days prior to the delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility intended to be used to finance such Hostile AcquisitionTakeover, the applicable Borrower shall notify advise the Agent and Agent, who shall provide the Agent with particulars of such Hostile Acquisition, including particulars in sufficient detail to enable each Lender to determine whether it has a conflict of interest if the proceeds of Loans from such Lender are used by the Borrower to finance such Hostile Acquisition; (b) promptly after receipt of such notice and particulars from the Borrower, the Agent shall (i) notify advise an appropriate officer of each Lender and provide such of the particulars to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officerTakeover; (cii) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each Lender shall notify the Agent of such LenderXxxxxx’s determination as to whether (i) it is willing to finance such a conflict of interest exists or (ii) the funding of such Hostile Acquisition would contravene an internal policy of general application of such Lender (each such determination to be made by each such Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate)Takeover; provided that that, in the event such Lender does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it has no is not willing to finance such conflict of interest or contraventionTakeover; and (diii) the Agent shall promptly notify the applicable Borrower of each such Lender’s determination, and, and in the event that any Lender has notified or is deemed to have notified the Agent that it is not willing to finance such a conflict of interest or the funding would contravene such a policy Takeover (each, a “Conflicted Declining Lender”), then upon such Conflicted Lender so notifying the Agent, the Conflicted Lender Declining Lenders shall have no obligation to provide Loans to finance such Hostile AcquisitionTakeover, notwithstanding any other provision of this Agreement to the contrary; provided, however, that each other Lender (each, a “Non-Conflicted Financing Lender”) which has, or has advised the Agent it is deemed willing to have, no finance such conflict of interest or contravention Takeover shall have an obligation, up to the amount of its CommitmentCommitment under the relevant Credit Facility, to provide Loans to finance such Hostile AcquisitionTakeover, and the Loans to finance such Hostile Acquisition Takeover shall be provided by each Non-Conflicted Financing Lender in accordance with the ratio, determined prior to the provision of any Loans to finance such Hostile AcquisitionTakeover, that the Commitment of such Non-Conflicted Financing Lender under the Credit Facility in question bears to the aggregate the Commitments of all Non-Conflicted the Financing Lenders under the Credit FacilityFacility in question. (2) If Loans are used to finance a Hostile Acquisition Takeover and there are Conflicted Declining Lenders, subsequent Loans under the a Credit Facility shall be funded firstly by Conflicted Lenders, up to the amount of their CommitmentsDeclining Lenders having Commitments under such Credit Facility, and subsequent repayments under the such Credit Facility shall be applied firstly to Non-Conflicted Financing Lenders, in each case, until such time as the proportion that the amount of each Lender’s Outstanding Principal under the such Credit Facility bears to the amount of the total Outstanding Principal of all Lenders under such Credit Facility is equal to such proportion which would have been in effect but for the application of this Section 2.192.26.

Hostile Acquisitions. (1) In the event the Borrower wishes to utilize the proceeds of one or more Loans under the Credit Facility to, or to provide funds to any Subsidiary Subsidiary, Affiliate or other person to, finance an offer to acquire (which shall include an order to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any person (the “Target”) which constitutes a Hostile Acquisition“take-over bid” pursuant to applicable corporate or securities legislation (in any case, a “Takeover”), then either: (a) prior to or concurrently with delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility, the proceeds of which are to be used to finance such Takeover, the Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) that the board of directors or like body of the Target, or the holders of all of the securities of the Target, has or have approved, accepted, or recommended to security holders acceptance of, the Takeover; or (b) the following steps shall be followed: (ai) at least five (5) Banking Days prior to the delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility intended to be used to finance such Hostile AcquisitionTakeover, the Borrower shall notify advise the Agent and Agent, who shall provide the Agent with particulars of such Hostile Acquisition, including particulars in sufficient detail to enable each Lender to determine whether it has a conflict of interest if the proceeds of Loans from such Lender are used by the Borrower to finance such Hostile Acquisition; (b) promptly after receipt of such notice and particulars from the Borrower, the Agent shall (i) notify advise an appropriate officer of each Lender and provide such of the particulars to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officerTakeover; (cii) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each Lender shall notify the Agent of such Lender’s determination as to whether (i) it is willing to finance such a conflict of interest exists or (ii) the funding of such Hostile Acquisition would contravene an internal policy of general application of such Lender (each such determination to be made by each such Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate)Takeover; provided that that, in the event such Lender does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it has no is not willing to finance such conflict of interest or contraventionTakeover; and (diii) the Agent shall promptly notify the Borrower of each such Lender’s determination, and, and in the event that any Lender has notified or is deemed to have notified the Agent that it is not willing to finance such a conflict of interest or the funding would contravene such a policy “Takeover (each, a “Conflicted Declining Lender”), then upon such Conflicted Lender so notifying the Agent, the Conflicted Lender Declining Lenders shall have no obligation to provide Loans to finance such Hostile AcquisitionTakeover, notwithstanding any other provision of this Agreement to the contrary; provided, however, that each other Lender (each, a “Non-Conflicted Financing Lender”) which has, or has advised the Agent it is deemed willing to have, no finance such conflict of interest or contravention Takeover shall have an obligation, up to the amount of its CommitmentCommitment under the Credit Facility, to provide Loans to finance such Hostile AcquisitionTakeover, and the Loans to finance such Hostile Acquisition Takeover shall be provided by each Non-Conflicted Financing Lender in accordance with the ratio, determined prior to the provision of any Loans to finance such Hostile AcquisitionTakeover, that the Commitment of such Non-Conflicted Financing Lender under the Credit Facility bears to the aggregate the Commitments of all Non-Conflicted the Financing Lenders under the Credit Facility. (2) If Loans are used to finance a Hostile Acquisition Takeover and there are Conflicted Declining Lenders, subsequent Loans under the Credit Facility shall be funded firstly by Conflicted Lenders, up to the amount of their Commitments, Declining Lenders and subsequent repayments under the Credit Facility shall be applied firstly to Non-Conflicted Financing Lenders, in each case, until such time as the proportion that the amount of each Lender’s Outstanding Principal under the Credit Facility bears to the amount of the total Outstanding Principal of all Lenders under the Credit Facility is equal to such proportion which would have been in effect but for the application of this Section 2.192.21.

Hostile Acquisitions. (1) In the event If the Borrower wishes to utilize the proceeds of one Drawdowns to facilitate, directly or more Loans under the Credit Facility toindirectly, or to provide funds to any Subsidiary to, finance a Hostile Acquisition, then Acquisition by the following steps shall be followedBorrower or any Affiliate of the Borrower: (a) at least five (5) Banking Business Days prior to the delivery to the Agent of any a Notice of Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility intended to be used to finance such made in connection with a Hostile Acquisition, the Responsible Officer of the Borrower shall notify the Agent and (who shall provide then notify the Agent with Lenders) of the particulars of such the Hostile Acquisition, including particulars Acquisition in sufficient detail to enable each Lender to determine whether it has a conflict of interest if the proceeds of Loans which, in its judgment, would prevent it from such Lender are used by the Borrower participating in a Drawdown to finance be utilized for such Hostile Acquisition; (b) promptly after receipt of such notice and particulars from the Borrowerif a Lender, the Agent acting in good faith, determines that it shall (i) notify not fund an appropriate officer of each Lender and provide such particulars Advance to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officer; (c) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each Lender shall notify the Agent of such Lender’s determination as to whether (i) such a conflict of interest exists or (ii) the funding of be utilized for such Hostile Acquisition would contravene an internal policy by reason of general application of such Lender (each such determination to be made by each such Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate); provided that in the event such Lender does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it has no such conflict of interest or contravention; and (d) the Agent shall promptly notify the Borrower of each such Lender’s determination, and, in the event that any Lender has such a conflict of interest or the funding would contravene such a policy (each, a “Conflicted Lender”)interest, then upon such Conflicted Lender so notifying the Agent, who shall then forthwith notify the Conflicted Borrower, such Lender shall have no obligation to provide Loans to finance fund such Hostile Acquisition, Advance notwithstanding any other provision of this Agreement to the contrary; (c) each Lender shall use reasonable commercial efforts to notify the Agent as soon as practicable (and in any event within three (3) Business Days of receipt of the request) of its decision whether or not to fund a proposed Hostile Acquisition; (d) if a Lender fails to notify the Agent within three (3) Business Days of receipt of the request of its determination as to whether it has a conflict of interest which would prevent it from funding a proposed Hostile Acquisition such Lender shall be deemed to have decided not to participate in the funding of the Hostile Acquisition; provided, however, that each other and (e) if a Lender (each, a “Non-Conflicted Funding Lender”) which has, notifies or is deemed to have, no such notify the Agent of its determination that it has a conflict of interest or contravention shall have an obligation, up to which prevents it from participating in the amount funding of its Commitment, to provide Loans to finance such a proposed Hostile Acquisition, the Agent shall notify the other Lenders of that determination and the Loans other Lenders shall have the right but not the obligation to finance such fund that portion of the financing of the Hostile Acquisition which would otherwise have been funded by the Non-Funding Lender, each in proportion to its Pro Rata Share (exclusive of the Non-Funding Lender) of such financing. To the extent practicable a Non-Funding Lender shall be increase its proportion of subsequent Advances which do not relate to the proposed Hostile Acquisition, such that the Accommodations provided by each Non-Conflicted Lender in accordance with the ratio, determined prior is restored as soon as reasonably possible to the provision of any Loans to finance such Hostile Acquisition, that the Commitment of such Non-Conflicted Lender under the Credit Facility bears to the aggregate Commitments of all Non-Conflicted Lenders under the Credit Facility. (2) If Loans are used to finance a Hostile Acquisition and there are Conflicted Lenders, subsequent Loans under the Credit Facility shall be funded firstly by Conflicted Lenders, up to the amount of their Commitments, and subsequent repayments under the Credit Facility shall be applied firstly to Non-Conflicted Lenders, in each case, until such time as the proportion that the amount of each Lender’s Outstanding Principal under the Credit Facility bears to the amount of the total Outstanding Principal of all Lenders is equal to such proportion which would have been in effect but for the application of this Section 2.19Pro Rata Share.

Hostile Acquisitions. (1) In the event the a Borrower wishes to utilize the proceeds of one or more Loans under either Revolving Facility or the Credit U.S. Facility to, or to provide funds to any Subsidiary Subsidiary, Affiliate or other person to, finance an offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any person (the "Target") which constitutes a Hostile Acquisition"take-over bid" pursuant to applicable corporate or securities legislation (in any case, a "Takeover"), then either: (a) prior to or concurrently with delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Revolving Facilities or the U.S. Facility, the proceeds of which are to be used to finance such Takeover, the applicable Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) that the board of directors or like body of the Target, or the holders of all of the securities of the Target, has or have approved, accepted, or recommended to security holders acceptance of, the Takeover; or (b) the following steps shall be followed: (ai) at least five (5) Banking Days prior to the delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility intended to be used to finance such Hostile AcquisitionTakeover, the applicable Borrower shall notify advise the Agent and Agent, who shall provide the Agent with particulars of such Hostile Acquisition, including particulars in sufficient detail to enable each Lender to determine whether it has a conflict of interest if the proceeds of Loans from such Lender are used by the Borrower to finance such Hostile Acquisition; (b) promptly after receipt of such notice and particulars from the Borrower, the Agent shall (i) notify advise an appropriate officer of each Lender and provide such of the particulars to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officerTakeover; (cii) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each Lender shall notify the Agent of such Lender’s 's determination as to whether (i) it is willing to finance such a conflict of interest exists or (ii) the funding of such Hostile Acquisition would contravene an internal policy of general application of such Lender (each such determination to be made by each such Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate)Takeover; provided that that, in the event such Lender does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it has no is not willing to finance such conflict of interest or contraventionTakeover; and (diii) the Agent shall promptly notify the applicable Borrower of each such Lender’s 's determination, and, and in the event that any Lender has notified or is deemed to have notified the Agent that it is not willing to finance such a conflict of interest or the funding would contravene such a policy Takeover (each, a “Conflicted "Declining Lender”"), then upon such Conflicted Lender so notifying the Agent, the Conflicted Lender Declining Lenders shall have no obligation to provide Loans to finance such Hostile AcquisitionTakeover, notwithstanding any other provision of this Agreement to the contrary; provided, however, that each other Lender (each, a “Non-Conflicted "Financing Lender”") which has, or has advised the Agent it is deemed willing to have, no finance such conflict of interest or contravention Takeover shall have an obligation, up to the amount of its CommitmentCommitment under the relevant Credit Facility, to provide Loans to finance such Hostile AcquisitionTakeover, and the Loans to finance such Hostile Acquisition Takeover shall be provided 31150487.8 by each Non-Conflicted Financing Lender in accordance with the ratio, determined prior to the provision of any Loans to finance such Hostile AcquisitionTakeover, that the Commitment of such Non-Conflicted Financing Lender under the Credit Facility in question bears to the aggregate the Commitments of all Non-Conflicted the Financing Lenders under the Credit FacilityFacility in question. For certainty, the foregoing provisions of this Section 2.23(1) shall not apply to the Canadian Borrower's use of the proceeds of one or more Loans under the Revolving Facilities to provide funds to AcquireCo to complete the Acquisition. (2) If Loans are used to finance a Hostile Acquisition Takeover and there are Conflicted Declining Lenders, subsequent Loans under the a Credit Facility shall be funded firstly by Conflicted Lenders, up to the amount of their CommitmentsDeclining Lenders having Commitments under such Credit Facility, and subsequent repayments under the such Credit Facility shall be applied firstly to Non-Conflicted Financing Lenders, in each case, until such time as the proportion that the amount of each Lender’s 's Outstanding Principal or Outstanding Principal in U.S.$, as the case may be, under the such Credit Facility bears to the amount of the total Outstanding Principal of all Lenders or Outstanding Principal in U.S.$, as the case may be, under such Credit Facility is equal to such proportion which would have been in effect but for the application of this Section 2.192.23.

Hostile Acquisitions. (1) In the event the a Borrower wishes to utilize the proceeds of one or more Loans under the any Credit Facility to, or to provide funds to any Subsidiary Subsidiary, Affiliate or other person to, finance an offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any person (the “Target”) which constitutes a Hostile Acquisition“take over bid” pursuant to applicable corporate or securities legislation (in any case, a “Takeover”), then the following steps shall be followedeither: (a) at least five (5) Banking Days prior to the or concurrently with delivery to the applicable Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility Facilities, the proceeds of which are to be used to finance such Takeover, the applicable Borrower shall provide to the applicable Agent evidence satisfactory to the applicable Agent (acting reasonably) that the board of directors or like body of the Target, or the holders of all of the securities of the Target, has or have approved, accepted, or recommended to security holders acceptance of, the Takeover; or (b) the following steps shall be followed: (i) at least 5 Banking Days prior to the delivery to the applicable Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans intended to be used to finance such Hostile AcquisitionTakeover, the applicable Borrower shall notify advise the applicable Agent and shall provide of the Agent with particulars of such Hostile Acquisition, including particulars Takeover in sufficient detail to enable each relevant Lender to determine whether it has a conflict of interest if the proceeds of Loans from such Lender are used by the Borrower utilized to finance such Hostile Acquisition; (b) Takeover, who shall promptly after receipt of such notice and particulars from the Borrower, the Agent shall (i) notify provide an appropriate officer of each relevant Lender and provide with such particulars to such officer and particulars; (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officer; (c) within three (3) 2 Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each relevant Lender shall notify the applicable Agent of such Lender’s determination as to whether (i) such a an actual conflict of interest exists or (ii) the funding of such Hostile Acquisition would contravene an internal policy of general application of for such Lender (each such determination to be made by each such Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate); provided that that, in the event such Lender does not so notify the applicable Agent within such three (3) 2 Banking Day period, such Lender shall be deemed to have notified the applicable Agent that it has no such conflict of interest or contraventionexists for such Lender in respect of such Takeover; and (diii) the applicable Agent shall promptly notify the applicable Borrower of each such Lender’s determination, and, and in the event that any Lender has such a notified the applicable Agent that it has an actual conflict of interest or the funding would contravene in respect of such a policy Takeover (each, a “Conflicted Lender”), then upon such Conflicted Lender so notifying the Agent, the Conflicted Lender Lenders shall have no obligation to provide Loans to finance such Hostile AcquisitionTakeover, notwithstanding any other provision of this Agreement to the contrary; provided, however, that each other Lender (each, a “Non-Conflicted Financing Lender”) which has, or is deemed to have, no such conflict of interest or contravention shall have an obligationobligation (subject to the other provisions hereof), up to the amount of its CommitmentCommitment under the relevant Credit Facility, to provide Loans to finance such Hostile AcquisitionTakeover, and the Loans to finance such Hostile Acquisition Takeover shall be provided by each Non-Conflicted Financing Lender in accordance with the ratio, determined prior to the provision of any Loans to finance such Hostile AcquisitionTakeover, that the Commitment of such Non-Conflicted Financing Lender under the applicable Credit Facility bears to the aggregate the Commitments of all Non-Conflicted the Financing Lenders under the applicable Credit Facility. (2) If Subject to Section 2.21, if the conflict of interest giving rise to a notification under Section 2.20(1)(b)(ii) ceases to exist (whether by successful completion of the Takeover or otherwise), then the Conflicted Lender giving such notification shall, on the next Rollover or Conversion of, in the case of Bankers’ Acceptances, Libor Loans are used or GBP Libor Loans, or, in all other cases, the next Interest Payment Date for, the Loans made to finance the relevant Takeover, purchase, and the other relevant Lenders shall on a Hostile Acquisition rateable basis sell and there are assign to such Conflicted LendersLender, subsequent portions of such Loans under the Credit Facility shall be funded firstly by Conflicted Lenders, up equal in total to the amount of their Commitments, and subsequent repayments under the Credit Facility shall be applied firstly to Non-notifying Conflicted Lenders, in each case, until such time as the proportion that the amount of each Lender’s Outstanding Principal under the Credit Facility bears Rateable Portion thereof without regard to the amount of the total Outstanding Principal of all Lenders is equal to such proportion which would have been in effect but for the application of this Section 2.192.20(1).

Hostile Acquisitions. (1) In the event If the Borrower wishes to utilize the proceeds of one utilize, whether directly or more Loans under the Credit Facility toindirectly, Drawdowns to facilitate, assist or to provide funds to any Subsidiary to, finance participate in a Hostile AcquisitionAcquisition by the Borrower, then any Material Subsidiary or any other Affiliate of the following steps shall be followedBorrower: (a) at least five (5) 10 Banking Days prior to the delivery to the Agent of any Drawdown a Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility intended to be used to finance such of Borrowing made in connection with a Hostile Acquisition, the president or chief financial officer of the Borrower shall will notify the Agent and shall provide in writing (who will then notify the Agent with Lenders) of the particulars of such the Hostile Acquisition, including particulars Acquisition in sufficient detail to enable each Lender to determine determine, in each Lender’s sole discretion, whether it has will permit a conflict of interest if the proceeds of Loans from such Lender are used by the Borrower Drawdown to finance be utilized for such Hostile Acquisition; (b) promptly after receipt of such notice and particulars from the Borrower, the Agent shall (i) notify if a Lender decides not to fund an appropriate officer of each Lender and provide such particulars Advance to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officer; (c) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each Lender shall notify the Agent of such Lender’s determination as to whether (i) such a conflict of interest exists or (ii) the funding of be utilized for such Hostile Acquisition would contravene an internal policy of general application of such Lender (each such determination to be made by each such Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate); provided that in the event such Lender does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it has no such conflict of interest or contravention; and (d) the Agent shall promptly notify the Borrower of each such Lender’s determination, and, in the event that any Lender has such a conflict of interest or the funding would contravene such a policy (each, a “Conflicted Lender”)Acquisition, then upon such Conflicted Lender so notifying the AgentAgent in writing (who will then notify the Borrower), the Conflicted such Lender shall (a “Non-Participating Lender”) will have no obligation to provide Loans to finance fund such Hostile Acquisition, Advance notwithstanding any other provision of this Agreement to the contrary; provided, however, provided that each other Lender (each, that is not a “Non-Conflicted Lender”) which has, or is deemed to have, no such conflict of interest or contravention Non- Participating Lender shall have an obligationobligation to provide its Rateable Portion of the Advance that it has agreed to participate in and, at its option, may provide such further portion of the Advance requested by the Borrower, including a portion of the Advance not funded by a Non-Participating Lender, as it may agree to in its sole discretion, in any case up to the amount of its Commitment, to provide Loans to finance such Hostile Acquisition, Individual Syndicated Facility Commitment Amount and the Loans to finance such Hostile Acquisition shall be provided by each Non-Conflicted Lender in accordance with the ratio, determined prior to the provision terms and conditions of any Loans to finance such Hostile Acquisition, that the Commitment of such Non-Conflicted Lender under the Credit Facility bears to the aggregate Commitments of all Non-Conflicted Lenders under the Credit Facility.this Agreement; and (2c) If Loans are used each Lender will use reasonable commercial efforts to finance notify the Agent in writing as soon as practicable (and in any event within 2 Banking Days of receipt of the particulars thereof from the Agent) of its decision whether or not to fund a proposed Hostile Acquisition and there are Conflicted Lenders, subsequent Loans under the Credit Facility shall be funded firstly by Conflicted Lenders, up if no such notice is delivered to the amount of their CommitmentsAgent in such 2 Banking Day period, and subsequent repayments under the Credit Facility shall such Lender will be applied firstly deemed to Non-Conflicted Lenders, in each case, until such time as the proportion that the amount of each Lender’s Outstanding Principal under the Credit Facility bears have elected not to the amount of the total Outstanding Principal of all Lenders is equal to such proportion which would have been in effect but for the application of this Section 2.19fund.

Hostile Acquisitions. (1) In the event If the Borrower wishes to utilize the proceeds of one Drawdowns to facilitate, directly or more Loans under the Credit Facility toindirectly, or to provide funds to any Subsidiary to, finance a Hostile Acquisition, then Acquisition by the following steps shall be followed:Borrower or any Affiliate of the Borrower (including for certainty the Trust and the Commercial Trust): (a) at least five (5) Banking Business Days prior to the delivery to the Agent of any a Notice of Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility intended to be used to finance such made in connection with a Hostile Acquisition, the Chairman of the Board, president, or chief financial officer of the Borrower shall notify the Agent and (who shall provide then notify the Agent with Lenders) of the particulars of such the Hostile Acquisition, including particulars Acquisition in sufficient detail to enable each Lender to determine whether it has a conflict of interest if the proceeds of Loans which, in its judgment, would prevent it from such Lender are used by the Borrower participating in a Drawdown to finance be utilized for such Hostile Acquisition; (b) promptly after receipt of such notice and particulars from the Borrowerif a Lender, the Agent acting in good faith, determines that it shall (i) notify not fund an appropriate officer of each Lender and provide such particulars Advance to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officer; (c) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each Lender shall notify the Agent of such Lender’s determination as to whether (i) such a conflict of interest exists or (ii) the funding of be utilized for such Hostile Acquisition would contravene an internal policy by reason of general application of such Lender (each such determination to be made by each such Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate); provided that in the event such Lender does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it has no such conflict of interest or contravention; and (d) the Agent shall promptly notify the Borrower of each such Lender’s determination, and, in the event that any Lender has such a conflict of interest or the funding would contravene such a policy (each, a “Conflicted Lender”)interest, then upon such Conflicted Lender so notifying the Agent, who shall then forthwith notify the Conflicted Borrower, such Lender shall have no obligation to provide Loans to finance fund such Hostile Acquisition, Advance notwithstanding any other provision of this Agreement to the contrary; provided, however, that -43- Execution Form CAL_LAW\ 1265540\5 (c) each other Lender shall use reasonable commercial efforts to notify the Agent as soon as practicable (and in any event within three (3) Business Days of receipt of the request) of its decision whether or not to fund a proposed Hostile Acquisition; (d) if a Lender fails to notify the Agent within three (3) Business Days of receipt of the request of its determination as to whether it has a conflict of interest which would prevent it from funding a proposed Hostile Acquisition such Lender shall be deemed to have decided not to participate in the funding of the Hostile Acquisition; (e) if a Lender (each, a “"Non-Conflicted Funding Lender”") which has, notifies or is deemed to have, no such notify the Agent of its determination that it has a conflict of interest or contravention shall have an obligation, up to which prevents it from participating in the amount funding of its Commitment, to provide Loans to finance such a proposed Hostile Acquisition, the Agent shall notify the other Lenders of that determination and the Loans other Lenders shall have the right but not the obligation to finance such fund that portion of the financing of the Hostile Acquisition shall be provided which would otherwise have been funded by each the Non-Conflicted Funding Lender, each in proportion to its respective Individual Commitment Amount as a proportion of the Individual Commitment Amounts of all Lenders other than the Non-Funding Lender. To the extent practicable, a Non-Funding Lender in accordance with the ratio, determined prior shall increase its proportion of subsequent Advances which do not relate to the provision of any Loans to finance such proposed Hostile Acquisition, such that the Commitment of such Non-Conflicted credit advanced by each Lender under the Credit Facility bears is restored as soon as reasonably possible to the aggregate Commitments of all Non-Conflicted Lenders under the Credit Facility. (2) If Loans are used to finance a Hostile Acquisition and there are Conflicted Lenders, subsequent Loans under the Credit Facility shall be funded firstly by Conflicted Lenders, up to the amount of their Commitments, and subsequent repayments under the Credit Facility shall be applied firstly to Non-Conflicted Lenders, in each case, until such time as the relative proportion that the amount of each Lender’s Outstanding Principal under the Credit Facility bears 's respective Individual Commitment Amounts to the amount of the total Outstanding Principal of all Lenders is equal to such proportion which would have been in effect but for the application of this Section 2.19Commitment Amount.

Hostile Acquisitions. (1) In the event the Borrower wishes to utilize the proceeds of one or more Loans under the Credit Facility to, or to provide funds to any Subsidiary Subsidiary, Affiliate or other person to, finance an offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any person (the “Target”) which constitutes a Hostile Acquisition“take-over bid” pursuant to applicable corporate or securities legislation (in any case, a “Takeover”), then either: (a) prior to or concurrently with delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility, the proceeds of which are to be used to finance such Takeover, the Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) that the board of directors or like body of the Target, or the holders of all of the securities of the Target, has or have approved, accepted, or recommended to security holders acceptance of, the Takeover; or (b) the following steps shall be followed: (ai) at least five (5) Banking Days prior to the delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility intended to be used to finance such Hostile AcquisitionTakeover, the Borrower shall notify advise the Agent and Agent, who shall provide the Agent with particulars of such Hostile Acquisition, including particulars in sufficient detail to enable each Lender to determine whether it has a conflict of interest if the proceeds of Loans from such Lender are used by the Borrower to finance such Hostile Acquisition; (b) promptly after receipt of such notice and particulars from the Borrower, the Agent shall (i) notify advise an appropriate officer of each Lender and provide such of the particulars to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officerTakeover; (cii) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each Lender shall notify the Agent of such Lender’s determination as to whether (i) it is willing to finance such a conflict of interest exists or (ii) the funding of such Hostile Acquisition would contravene an internal policy of general application of such Lender (each such determination to be made by each such Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate)Takeover; provided that that, in the event such Lender does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it has no is not willing to finance such conflict of interest or contraventionTakeover; and (diii) the Agent shall promptly notify the Borrower of each such Lender’s determination, and, and in the event that any Lender has notified or is deemed to have notified the Agent that it is not willing to finance such a conflict of interest or the funding would contravene such a policy Takeover (each, a “Conflicted Declining Lender”), then upon such Conflicted Lender so notifying the Agent, the Conflicted Lender Declining Lenders shall have no obligation to provide Loans to finance such Hostile AcquisitionTakeover, notwithstanding any other provision of this Agreement to the contrary; provided, however, that each other Lender (each, a “Non-Conflicted Financing Lender”) which has, or has advised the Agent it is deemed willing to have, no finance such conflict of interest or contravention Takeover shall have an obligation, up to the amount of its CommitmentCommitment under the Credit Facility, to provide Loans to finance such Hostile AcquisitionTakeover, and the Loans to finance such Hostile Acquisition Takeover shall be provided by each Non-Conflicted Financing Lender in accordance with the ratio, determined prior to the provision of any Loans to finance such Hostile AcquisitionTakeover, that the Commitment of such Non-Conflicted Financing Lender under the Credit Facility bears to the aggregate the Commitments of all Non-Conflicted the Financing Lenders under the Credit Facility. (2) If Loans are used to finance a Hostile Acquisition Takeover and there are Conflicted Declining Lenders, subsequent Loans under the Credit Facility shall be funded firstly by Conflicted Lenders, up to Declining Lenders having Commitments under the amount of their CommitmentsCredit Facility, and subsequent repayments under the Credit Facility shall be applied firstly to Non-Conflicted Financing Lenders, in each case, until such time as the proportion that the amount of each Lender’s Outstanding Principal under the Credit Facility bears to the amount of the total Outstanding Principal of all Lenders under the Credit Facility is equal to such proportion which would have been in effect but for the application of this Section 2.192.20.

Hostile Acquisitions. (1) In the event If the Borrower wishes to utilize the proceeds of one or more Loans Drawdowns under the Revolving Credit Facility toto facilitate, directly or to provide funds to any Subsidiary toindirectly, finance a Hostile Acquisition, then Acquisition by the following steps shall be followed:Borrower or any Affiliate of the Borrower (including for certainty the Trust and the Commercial Trust): (a) at least five (5) Banking Business Days prior to the delivery to the Agent of any a Notice of Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility intended to be used to finance such made in connection with a Hostile Acquisition, the Chairman of the Board, president, or chief financial officer of the Borrower shall notify the Agent and (who shall provide then notify the Agent with Revolving Credit Facility Lenders) of the particulars of such the Hostile Acquisition, including particulars Acquisition in sufficient detail to enable each Revolving Credit Facility Lender to determine whether it has a conflict of interest if the proceeds of Loans which, in its judgment, would prevent it from such Lender are used by the Borrower participating in a Drawdown to finance be utilized for such Hostile Acquisition; (b) promptly after receipt of such notice and particulars from the Borrowerif a Revolving Credit Facility Lender, the Agent acting in good faith, determines that it shall (i) notify an appropriate officer of each Lender and provide such particulars not fund a Revolving Credit Facility Advance to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officer; (c) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each Lender shall notify the Agent of such Lender’s determination as to whether (i) such a conflict of interest exists or (ii) the funding of be utilized for such Hostile Acquisition would contravene an internal policy by reason of general application of such Lender (each such determination to be made by each such Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate); provided that in the event such Lender does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it has no such conflict of interest or contravention; and (d) the Agent shall promptly notify the Borrower of each such Lender’s determination, and, in the event that any Lender has such a conflict of interest or the funding would contravene such a policy (each, a “Conflicted Lender”)interest, then upon such Conflicted Revolving Credit Facility Lender so notifying the Agent, who shall then forthwith notify the Conflicted Borrower, such Revolving Credit Facility Lender shall have no obligation to provide Loans to finance fund such Hostile Acquisition, Revolving Credit Facility Advance notwithstanding any other provision of this Agreement to the contrary; (c) each Revolving Credit Facility Lender shall use reasonable commercial efforts to notify the Agent as soon as practicable (and in any event within three (3) Business Days of receipt of the request) of its decision whether or not to fund a proposed Hostile Acquisition; (d) if a Revolving Credit Facility Lender fails to notify the Agent within three (3) Business Days of receipt of the request of its determination as to whether it has a conflict of interest which would prevent it from funding a proposed Hostile Acquisition such Revolving Credit Facility Lender shall be deemed to have decided not to participate in the funding of the Hostile Acquisition; provided, however, that each other and (e) if a Revolving Credit Facility Lender (each, a “"Non-Conflicted Funding Lender”") which has, notifies or is deemed to have, no such notify the Agent of its determination that it has a conflict of interest or contravention shall have an obligation, up to which prevents it from participating in the amount funding of its Commitment, to provide Loans to finance such a proposed Hostile Acquisition, the Agent shall notify the other Revolving Credit Facility Lenders of that determination and the Loans other Revolving Credit Facility Lenders shall have the right but not the obligation to finance such fund that portion of the financing of the Hostile Acquisition shall be provided which would otherwise have been funded by each the Non-Conflicted Funding Lender, each in proportion to its respective Revolving Credit Facility Individual Commitment Amount as a proportion of the Revolving Credit Facility Individual Commitment Amounts of all Revolving Credit Facility Lenders other than the Non-Funding Lender. To the extent practicable, a Non-Funding Lender in accordance with the ratio, determined prior shall increase its proportion of subsequent Revolving Credit Facility Advances which do not relate to the provision of any Loans to finance such proposed Hostile Acquisition, such that the Commitment of such Non-Conflicted Lender under the credit advanced by each Revolving Credit Facility bears Lender is restored as soon as reasonably possible to the aggregate Commitments relative proportion of all Non-Conflicted Lenders under the Credit Facility. (2) If Loans are used to finance a Hostile Acquisition and there are Conflicted Lenders, subsequent Loans under the each Revolving Credit Facility shall be funded firstly by Conflicted Lenders, up Lender's respective Revolving Credit Facility Individual Commitment Amounts to the amount of their Commitments, and subsequent repayments under the Revolving Credit Facility shall be applied firstly to Non-Conflicted Lenders, in each case, until such time as the proportion that the amount of each Lender’s Outstanding Principal under the Credit Facility bears to the amount of the total Outstanding Principal of all Lenders is equal to such proportion which would have been in effect but for the application of this Section 2.19Commitment Amount.