The Agent and the Lenders. 11.01 Decision-Making
(a) Any amendment to this Agreement relating to the following matters, and the granting of any waiver or consent by the Lenders in respect of such matters, shall require the unanimous agreement of the Lenders:
(i) changes to the interest rates and fees;
(ii) increases in the maximum amount of credit available;
(iii) extensions of the Final Advance Date or the Maturity Date;
(iv) changes to the scheduled dates or the scheduled amounts for Repayments hereunder;
(v) the establishment of any Availment Option in U.S. Dollars or any other currency which is not a Qualified Currency;
(vi) releases of all or any portion of the Security, except to the extent provided in paragraph (c) below;
(vii) the definitions of “Required Lenders” and “Proportionate Share” in Section 1.01;
(viii) any provision of this Agreement which expressly states that the unanimous consent of the Lenders is required in connection with any action to be taken or consent to be provided by the Lenders; and
(ix) this Section 11.01.
(b) Except for the matters described in paragraph (a) above, any amendment to this Agreement shall be effective if made among the Borrower, the Agent and the Required Lenders, and for greater certainty any such amendment which is agreed to by the Required Lenders shall be final and binding upon all Lenders.
(c) The Agent may from time to time without notice to or the consent of the Lenders execute and deliver partial releases of the Security in respect of any item of Collateral (whether or not the proceeds of sale thereof are received by the Agent) which the Companies are permitted to dispose of pursuant to this Agreement without obtaining the prior written consent of the Lenders; and in releasing any such security the Agent may rely upon and assume the correctness of all information contained in any certificate or document provided by the Borrower, without further enquiry. Otherwise, any release or discharge in respect of the Security or any portion thereof shall require the written consent of the Lenders acting unanimously.
(d) Except for the matters which require the unanimous consent of the Lenders as set out in the foregoing paragraphs of this Section 11.01, and except as otherwise specifically provided in this Agreement, any action to be taken or decision to be made by the Lenders pursuant to this Agreement (specifically including for greater certainty the issuance of written notice to the Borrower of the occurrence of a Default or Event of D...
The Agent and the Lenders. 13.1 Rights, Duties and Immunities of the Agent.
The Agent and the Lenders. 11.01 Decision-Making
(a) Any amendment to this Agreement relating to the following matters, and the granting of any waiver or consent by the Lenders in respect of such matters, shall require the unanimous agreement of the Lenders:
The Agent and the Lenders. 11.01 Decision-Making 72 11.02 Security 73 11.03 Application of Proceeds of Realization 73 11.04 Payments by Agent 74 11.05 Protection of Agent 75 11.06 Duties of Agent 76 11.07 Lenders' Obligations Several; No Partnership 77 11.08 Sharing of Information 77 11.09 Acknowledgement by Borrower 77 11.10 Amendments to Article XI 77 11.11 Deliveries, etc. 77 11.12 Agency Fee 78 11.13 Non-Funding Lender 78
The Agent and the Lenders. 36 ARTICLE 22....... DELEGATION......................................................................................... 39
The Agent and the Lenders. 9.1 Authorization of Agent 51 9.2 Administration of the Credit 52 9.3 Acknowledgements, Representations and Covenants of Lenders 54 9.4 Provisions Operative Between Lenders and Agent Only 55 10.1 Accounting Terms 55 10.2 Defined Terms 55 10.3 Severability 55 10.4 Amendment, Supplement or Waiver 56 10.5 Governing Law 56 10.6 This Agreement to Govern 56 10.7 Permitted Encumbrances 56 10.8 Currency 56 10.9 Liability of Lenders 56 10.10 Interest on Miscellaneous Amounts 57 10.11 Judgment Currency 57 10.12 Address for Notice 57 10.13 Time of the Essence 58 10.14 Further Assurances 58 10.15 Term of Agreement 58 10.16 Payments on Business Day 58 10.17 Whole Agreement 58 10.18 English Language 58 10.19 Senior Indebtedness 59 10.20 Date of Agreement 59 SCHEDULE A – FORM OF NOTICE OF ADVANCE OR PAYMENT SCHEDULE B – FORM OF BORROWER COMPLIANCE CERTIFICATE SCHEDULE C – FORM OF CONVERGYS CORPORATION COMPLIANCE CERTIFICATE SCHEDULE D – MODEL CREDIT AGREEMENT PROVISIONS SCHEDULE E – APPLICABLE PERCENTAGES OF LENDERS SCHEDULE F – DETAILS OF CAPITAL STOCK, PROPERTY, ETC. SCHEDULE G – OTHER SECURED OBLIGATIONS THIS CREDIT AGREEMENT is dated as of 18 November 2005
The Agent and the Lenders. 10.1 Authorization of Agent 55 10.2 Administration of the Credits 55 10.3 Acknowledgements, Representations and Covenants of Lenders 58 10.4 Provisions Operative Between Lenders and Agent Only 58 11.1 Accounting Terms 58 11.2 Defined Terms 59 11.3 Severability 59 11.4 Amendment, Supplement or Waiver 59 11.5 Governing Law 59 11.6 This Agreement to Govern 59 11.7 Permitted Encumbrances 59 11.8 Currency 60 11.9 Liability of Lenders 60 11.10 Interest on Miscellaneous Amounts 60 11.11 Judgment Currency 60 11.12 Address for Notice 61 11.13 Time of the Essence 61 11.14 Further Assurances 61 11.15 Term of Agreement 61 11.16 Payments on Business Day 61 11.17 Whole Agreement 61 11.18 English Language 62 11.19 Senior Indebtedness 62 11.20 Date of Agreement 62 11.21 Parties to this Agreement 62 SCHEDULE A – FORM OF NOTICE OF ADVANCE OR PAYMENT SCHEDULE B – FORM OF BORROWER COMPLIANCE CERTIFICATE SCHEDULE C – FORM OF CONVERGYS CORPORATION COMPLIANCE CERTIFICATE SCHEDULE D – MODEL CREDIT AGREEMENT PROVISIONS SCHEDULE E – APPLICABLE PERCENTAGES OF LENDERS SCHEDULE F – DETAILS OF CAPITAL STOCK, PROPERTY, ETC. SCHEDULE G – OTHER SECURED OBLIGATIONS SCHEDULE H – REORGANIZATION THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of 31 March 2006.
A. Convergys Customer Management Canada Inc. (now, CCM Limited Partner Inc.), as borrower, and The Bank of Nova Scotia, as administrative agent and lender and the Guarantors, as guarantors, entered into a credit agreement dated as of 18 November 2005 which established a credit facility of up to Cdn. $100,000,000 (or the Equivalent Amount in U.S. Dollars) to finance the general corporate purposes of Convergys Customer Management Canada Inc. (the “Original Credit Agreement”).
B. CCM Limited Partner Inc. has requested that the Lenders consent to a reorganization which will result, among other things, in a portion of the credit facility established under the Original Credit Agreement being assigned to and assumed by Convergys CMG Canada Limited Partnership.
C. The Lenders have consented to such request and the parties are entering into this Agreement to provide for (i) the assignment and assumption of a portion of the credit facility established under the Original Credit Agreement to Convergys CMG Canada Limited Partnership, and (ii) the terms and conditions of the ongoing credit facilities. FOR VALUE RECEIVED, and intending to be legally bound by this Agreement, the parties agree that the Original Credit Agreement is amended and res...
The Agent and the Lenders. 10.1 The Agent - Each Lender hereby irrevocably appoints the Agent to act as its agent in connection with this Agreement and any matter contemplated hereunder, and irrevocably authorizes the Agent to exercise such rights, powers and discretions as are delegated to the Agent pursuant to this Agreement together with all such rights, powers and discretions as are incidental hereto or thereto. The Agent shall have only those duties and responsibilities which are expressly specified in this Agreement, and it may perform such duties by or through its agents or employees. This Agreement shall not place the Agent under any fiduciary duties in respect of any Lender. As to any matters not expressly provided for by this Agreement, the Agent shall not be required by the Lenders to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected with respect to the Lenders in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Agent shall not be required to take any action which exposes the Agent to liability or which is contrary to this Agreement or Applicable Law.
The Agent and the Lenders. 11.01 Decision-Making68 11.02 Security69 11.03 Application of Proceeds of Realization69
The Agent and the Lenders. 11.1 Payments by the Borrower, Trust, Adminco and Material Subsidiaries
(a) unpaid fees, costs and expenses of the Agent;
(b) payments of interest and fees:
(i) in accordance with each Lender's Proportionate Share of the Syndicated Facility, or
(ii) after a declaration is made by the Agent pursuant to Section 10.2, in accordance with each Lender's Proportionate Share of the Obligations until such interest and fees are paid in full. For the purpose of this Section 11.1(b), "Lenders" shall include Hedge Providers holding Obligations under Permitted Xxxxxx;
