Common use of INSTRUCTIONS BY LENDERS Clause in Contracts

INSTRUCTIONS BY LENDERS. (a) A meeting of Lenders may be called by the Agent and shall be called by the Agent upon the request of one or more Lenders holding in the aggregate not less than 20% of the Aggregate Commitments, or upon the request of the Borrower. Every such meeting shall be held in Calgary, Alberta or at such other place as the Agent and the Borrower may approve, each acting reasonably. At least 5 Business Days’ notice of the time and place of any such meeting shall be given to the Lenders and shall include or be accompanied by a draft of each resolution to be submitted to such meeting, but the notice may state that such draft is subject to amendment at the meeting or any adjournment thereof. The Lenders who are present in person or by proxy at the time and place specified in the notice shall constitute a quorum. The Agent shall nominate a person to be chairman of the meeting. Upon every poll taken at any such meeting every Lender who is present in person or represented by a proxy duly appointed in writing (who need not be a Lender) shall be entitled to one vote for every dollar of such Lender’s Commitments. (b) In respect of all matters concerning the convening, holding and adjourning of Lenders’ meetings, the form, execution and deposit of instruments appointing proxies and all other relevant matters, the Agent may from time to time make such reasonable regulations not inconsistent with this Section 13.9 as it shall deem expedient and any regulations so made by the Agent shall be binding upon the Borrower and the Lenders. A resolution passed by the Required Lenders in respect of matters set forth in Section 13.2(a) or in respect of all other matters pursuant to this Section 13.9(b) or all the Lenders in respect of matters set forth in Section 13.2(b) shall be binding upon all Lenders and the Agent (subject to the provisions for the Agent’s indemnity herein contained) shall be bound to give effect thereto accordingly. (c) A written resolution in lieu of a meeting of the Lenders signed by the Required Lenders as stipulated under this Agreement, shall be binding on all of the Lenders and the Agent as to the matters resolved thereunder. (d) For the purposes of this Section 13.9, a Secured Hedge Counterparty shall have no right to participate in any meeting or sign any resolution in lieu thereof in respect of the Secured Hedge Obligations, but any resolution passed by the Lenders shall be binding upon such Secured Hedge Counterparty.

INSTRUCTIONS BY LENDERS. (a) A meeting of Lenders may be called by the Agent and shall be called by the Agent upon the request of one or more Lenders holding in the aggregate not less than 20% of the Aggregate CommitmentsCommitment Amount, or upon the request of the Borrower. Every such meeting shall be held in Calgary, Alberta or at such other place as the Agent and the Borrower may approve, each acting reasonably. At least 5 Business Days’ ' notice of the time and place of any such meeting shall be given to the Lenders and shall include or be accompanied by a draft of each resolution to be submitted to such meeting, but the notice may state that such draft is subject to amendment at the meeting or any adjournment thereof. The Lenders who are present in person or by proxy at the time and place specified in the notice shall constitute a quorum. The Agent shall nominate a person to be chairman of the meeting. Upon every poll taken at any such meeting every Lender who is present in person or represented by a proxy duly appointed in writing (who need not be a Lender) shall be entitled to one vote for every dollar of such Lender’s Commitments.'s Individual Commitment Amount. Execution Form CAL_LAW\ 1265540\5 (b) In respect of all matters concerning the convening, holding and adjourning of Lenders’ ' meetings, the form, execution and deposit of instruments appointing proxies and all other relevant matters, the Agent may from time to time make such reasonable regulations not inconsistent with this Section 13.9 as it shall deem expedient and any regulations so made by the Agent shall be binding upon the Borrower and the Lenders. A resolution passed by the Required a Majority of Lenders in respect of matters set forth in Section 13.2(a) or in respect of all other matters pursuant to this Section 13.9(b) or all the Lenders in respect of matters set forth in Section 13.2(b) shall be binding upon all Lenders and the Agent (subject to the provisions for the Agent’s 's indemnity herein contained) shall be bound to give effect thereto accordingly. (c) A written resolution in lieu of a meeting of the Lenders signed by the Required required majority of Lenders as stipulated required under this Agreement, shall be binding on all of the Lenders and the Agent as to the matters resolved thereunder. (d) For the purposes of this Section 13.9, a Secured Hedge Counterparty Swap Lender shall have no right to participate in any meeting or sign any resolution in lieu thereof in respect of the Secured Hedge Obligationsthereof, but any resolution passed by the Lenders (other than such Swap Lender) shall be binding upon such Secured Hedge CounterpartySwap Lender.

INSTRUCTIONS BY LENDERS. (a) A meeting of Lenders may be called by the Agent and shall be called by the Agent upon the request of one or more Lenders holding in the aggregate not less than 20% of the Aggregate Commitments, or upon the request of the Borrower. Every such meeting shall be held in Calgary, Alberta or at such other place as the Agent and the Borrower may approve, each acting reasonablyreasonably (provided that, in lieu of attending, a Lender may participate in such meeting by conference call). At least 5 five (5) Business Days’ notice of the time and place of any such meeting shall be given to the Lenders and shall include or be accompanied by a draft of each resolution to be submitted to such meeting, but the notice may state that such draft is subject to amendment at the meeting or any adjournment thereof. The Lenders who are present in person or by proxy at the time and place specified in the notice shall constitute a quorum. The Agent shall nominate a person to be chairman of the meeting. Upon every poll taken at any such meeting every Lender who is present in person or represented by a proxy duly appointed in writing (who need not be a Lender) shall be entitled to one vote for every dollar of such Lender’s Commitments. (b) In respect of all matters concerning the convening, holding and adjourning of Lenders’ meetings, the form, execution and deposit of instruments appointing proxies and all other relevant matters, the Agent may from time to time make such reasonable regulations not inconsistent with this Section 13.9 14.9 as it shall deem expedient and any regulations so made by the Agent shall be binding upon the Borrower and the Lenders. A resolution passed by the Required Lenders in respect of matters set forth in Section 13.2(a14.2(a) or in respect of all other matters pursuant to this Section 13.9(b14.9(b) or all the Lenders in respect of matters set forth in Section 13.2(b14.2(b) shall be binding upon all Lenders and the Agent (subject to the provisions for the Agent’s indemnity herein contained) shall be bound to give effect thereto accordingly. (c) A written resolution in lieu of a meeting of the Lenders signed by the Required Lenders as stipulated under this Agreement, shall be binding on all of the Lenders and the Agent as to the matters resolved thereunder. (d) For the purposes of this Section 13.914.9, a Secured Hedge Counterparty shall have no right to participate in any meeting or sign any resolution in lieu thereof in respect of the Secured Hedge Obligations, but any resolution passed by the Lenders shall be binding upon such Secured Hedge Counterparty.

INSTRUCTIONS BY LENDERS. (a1) Except with respect to any approval, instruction or other expression that is specifically stated to be required of all of the Lenders, an approval, instruction or other expression of the applicable Lenders may be obtained by instrument in writing as provided in Section 13.10(2) or may be included in a resolution that is submitted to a meeting or adjourned meeting of all Lenders duly called and held for the purpose of considering the same as hereinafter provided and will be deemed to have been obtained if such resolution is passed by the affirmative vote of not less than 66-2/3% of the votes given on a poll of such Lenders with respect to such resolution. A meeting of Lenders may be called by the Agent or the Borrower and shall will be called by the Agent upon the request of one or more Lenders holding in the aggregate not less than 20% of the Aggregate Commitments, or upon the request of the Borrowerany Lender. Every such meeting shall will be held in Calgarythe City of Toronto, Alberta or at such other reasonable place as the Agent and the Borrower may approve, each acting reasonably. At least 5 Business Days’ ten (10) Banking Days notice of the time and place of any such meeting shall will be given to the Lenders and shall will include or be accompanied by a draft of each the resolution to be submitted to such meeting, but the notice may state that such draft is subject to amendment at the meeting or any adjournment thereof. The Lenders who are present in person or by proxy at the time and place specified in the notice shall will constitute a quorum. The A person nominated in writing by the Agent shall nominate a person to will be chairman of the meeting. Upon every poll taken at any such meeting every Lender who is present in person or represented by a proxy duly appointed in writing (who need not be a Lender) shall will be entitled to one vote in respect of each Dollar of outstanding Accommodation calculated as applicable for every dollar a vote of Required Lenders which it is then owed, calculated as of the Banking Day first preceding the day of the meeting, or if no Accommodation is outstanding as at such Lender’s Commitments. (b) date, will be entitled to one vote in respect of each percentage of the Commitment made by such Lender of the total Commitments of all Lenders. In respect of all matters concerning the convening, holding and adjourning of Lenders’ ' meetings, the form, execution and deposit of instruments appointing proxies and all other relevant matters, the Agent may from time to time make such reasonable regulations not inconsistent with this Section 13.9 as it shall will deem expedient and any regulations so made by the Agent shall will be binding upon the Borrower Borrower, the Agent and the Lenders. A resolution passed by the Required Lenders in respect of matters set forth in Section 13.2(a) or in respect of all other matters pursuant to this Section 13.9(b) or all the Lenders in respect of matters set forth in Section 13.2(b) shall will be binding upon all Lenders Lenders, and the Agent (subject to the provisions for the Agent’s its indemnity herein contained) shall will be bound to give effect thereto accordingly. (c2) A written Subject to Section 13.10(3), any approval, instruction or other expression of the Lenders may also be obtained by an instrument in writing signed in one or more counterparts by Lenders which have made at least 66-2/3% of the Dollar amount of the Accommodation calculated as applicable for a vote of Required Lenders, or if no Accommodation is outstanding at such time, by Lenders which have made Commitments which in the aggregate equal 66-2/3% or more of the Credits. 3) Any approval, instruction or other expression that is specifically stated to be required of the Required Lenders or of all of the Lenders may be obtained either by a resolution in lieu of passed at a meeting of the Lenders called and held in accordance with Section 13.10(1) (disregarding the percentage vote referred to in such Section, in the case where the expression in question is required of all of the Lenders) or by an instrument in writing signed in one or more counterparts by the Required Lenders, the Lenders as stipulated under this Agreement, shall be binding on or all of the Lenders and Lenders, as the Agent as to the matters resolved thereundercase may be. (d) For the purposes of this Section 13.9, a Secured Hedge Counterparty shall have no right to participate in any meeting or sign any resolution in lieu thereof in respect of the Secured Hedge Obligations, but any resolution passed by the Lenders shall be binding upon such Secured Hedge Counterparty.

INSTRUCTIONS BY LENDERS. (a) A meeting of Lenders may be called by the Agent and shall be called by the Agent upon the request of one (1) or more Lenders holding in the aggregate not less than 20% of the Aggregate CommitmentsTotal Commitment Amount, or upon the request of the Borrower. Every such meeting shall be held in Calgary, Alberta or at such other place as the Agent and the Borrower may approve, each acting reasonably. At least 5 five (5) Business Days’ ' notice of the time and place of any such meeting shall be given to the Lenders and shall include or be accompanied by a draft of each resolution to be submitted to such meeting, but the notice may state that such draft is subject to amendment at the meeting or any adjournment thereof. The Lenders who are present in person or by proxy at the time and place specified in the notice shall constitute a quorum. The Agent shall nominate a person to be chairman of the meeting. Upon every poll taken at any such meeting every Lender who is present in person or represented by a proxy duly appointed in writing (who need not be a Lender) shall be entitled to one vote for every dollar of such Lender’s Commitments's Individual Commitment Amount. (b) In respect of all matters concerning the convening, holding and adjourning of Lenders’ ' meetings, the form, execution and deposit of instruments appointing proxies and all other relevant matters, the Agent may from time to time make such reasonable regulations not inconsistent with this Section 13.9 as it shall deem expedient and any regulations so made by the Agent shall be binding upon the Borrower and the Lenders. A resolution passed by the Required a Majority of Lenders in respect of matters set forth in Section 13.2(a) or in respect of all other matters pursuant to this Section 13.9(b) or all the Lenders in respect of matters set forth in Section 13.2(b) shall be binding upon all Lenders and the Agent (subject to the provisions for the Agent’s 's indemnity herein contained) shall be bound to give effect thereto accordingly. (c) A written resolution in lieu of a meeting of the Lenders signed by the Required required majority of Lenders as stipulated required under this Agreement, shall be binding on all of the Lenders and the Agent as to the matters resolved thereunder. (d) For the purposes of this Section 13.9, a Secured Hedge Counterparty Swap Lender shall have no right to participate in any meeting or sign any resolution in lieu thereof in respect of the Secured Hedge Obligationsthereof, but any resolution passed by the Lenders (other than such Swap Lender) shall be binding upon such Secured Hedge CounterpartySwap Lender.