Common use of The Agent and the Lenders Clause in Contracts

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 Default, the issuance of a demand for payment of the Obligations, a decision to make an Advance despite any condition precedent relating thereto not being satisfied, the provision of any waiver in respect of a breach of any covenant or the granting of any consent) shall be effective if approved by the Required Lenders; and any such decision or action shall be final and binding upon all the Lenders. (e) Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be unanimous shall be made at a meeting of the Lenders called by the Agent pursuant to Section 11.06(l) or by a written instrument executed by all of the Lenders. Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be made by the Required Lenders shall be made at a meeting of the Lenders called by the Agent pursuant to Section 11.06(l) or by a written instrument executed by the Required Lenders. Any such instrument may be executed by facsimile or portable document format (pdf) and in counterparts.

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 feesfees payable in respect of any Facility; (ii) increases in the maximum amount of credit availableavailable under any Facility; (iii) extensions of the Final Advance Conversion 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 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 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 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 Default, the issuance of a demand for payment of the Obligations, a decision to make an Advance despite any condition precedent relating thereto not being satisfied, the provision of any waiver in respect of a breach of any covenant or the granting of any consent) shall be effective if approved in writing by the Required Lenders; and any such decision or action shall be final and binding upon all the Lenders. (e) Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be unanimous shall be made at a meeting of the Lenders called by the Agent pursuant to Section 11.06(lsection 11.06(k) or by a written instrument executed by all of the Lenders. Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be made by the Required Lenders shall be made at a meeting of the Lenders called by the Agent pursuant to Section 11.06(lsection 11.06(k) or by a written instrument executed by the Required Lenders. Any such instrument may be executed by facsimile or portable document format (pdf) pdf and in counterparts.

The Agent and the Lenders. 11.01 Decision-Making9.01 Lenders' Decisions (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 feesfees payable in respect of Facility A; (ii) increases in the maximum amount of credit availableavailable under Facility A; (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; (viivi) the definitions of “"Required Lenders” " and “"Proportionate Share” " in Section 1.01; (viiivii) 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 (ixviii) this Section 11.019.01. (b) Except for the matters described in paragraph (a) above, any amendment to this Agreement shall be effective if made among the BorrowerCredit Parties, 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 Credit Parties or Limited Recourse Guarantor 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 Borrowerany Credit Party, without further enquiry. Otherwise, any release or discharge in respect of the Security or any portion thereof shall require the written consent of all of the Lenders Lenders, acting unanimously.reasonably (d) Except for the matters which require the unanimous consent of the Lenders as set out in the foregoing paragraphs of this Section 11.019.01, 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 an Event of Default, the issuance of a demand for payment of the Obligations, a decision to make an Advance despite any condition precedent relating thereto not being satisfied, the provision of any waiver in respect of a breach of any covenant or the granting of any consent) shall be effective if approved by the Required Lenders; and any such decision or action shall be final and binding upon all the Lenders. (e) Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be unanimous shall be made either (i) at a meeting of the Lenders called by the Agent pursuant to Section 11.06(l9.06(l) or (ii) by a written instrument executed by all of the Lenders. Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be made by the Required Lenders shall be made either (i) at a meeting of the Lenders called by the Agent pursuant to Section 11.06(l9.06(l) or (ii) by a written instrument executed by the Required Lenders. Any such instrument may be executed by facsimile or portable document format (pdf) pdf and in counterparts. (f) By virtue of a Lender’s execution of this Agreement or an assignment agreement pursuant to Section 10 of the CBA Model Provisions, as the case may be, any Affiliate of such Lender (“Lender Affiliate”) with whom the Borrower or any other Company has entered into an agreement creating Hedging Obligations or other Obligations under Service Agreements or any other transactions not made under this Agreement if it is agreed by the Borrower and the Agent acting on the instructions of the Required Lenders that those debts, liabilities and obligations shall be secured, shall be deemed a Lender party hereto for purposes of any reference in a Loan Document to the parties for whom the Agent is acting, it being understood and agreed that the rights and benefits of such Affiliate under the Loan Documents consist exclusively of such Affiliate’s right to share in payments and collections out of the Security as more fully set forth in Section 9.02. Without limiting the generality of the foregoing, (i) each such Lender Affiliate shall, for the avoidance of doubt, be deemed to have agreed to the provisions of Section 9.04(c) and (ii) no such Lender Affiliate shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Security (including the release or impairment of any Security). Notwithstanding any other provision of this Article 9 to the contrary, the Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to Hedging Obligations or Obligations in respect of Service Agreements, or any other approved transactions unless the Agent has received written notice of such obligations, together with such supporting documentation as the Agent may request, from the applicable Lender or Lender Affiliate.

The Agent and the Lenders. 11.01 10.01 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 Conversion 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 11.0110.01. (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 11.0110.01, 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 Default, the issuance of a demand for payment of the Obligations, a decision to make an Advance despite any condition precedent relating thereto not being satisfied, the provision of any waiver in respect of a breach of any covenant or the granting of any consent) shall be effective if approved by the Required Lenders; and any such decision or action shall be final and binding upon all the Lenders. (e) Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be unanimous shall be made at a meeting of the Lenders called by the Agent pursuant to Section 11.06(l10.06(1) or by a written instrument executed by all of the Lenders. Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be made by the Required Lenders shall be made at a meeting of the Lenders called by the Agent pursuant to Section 11.06(l10.06(1) or by a written instrument executed by the Required Lenders. Any such instrument may be executed by facsimile or portable document format (pdf) and in counterparts.

The Agent and the Lenders. 11.01 11.1 Decision-Making (a) Any amendment to this Agreement relating to the following matters, matters shall be effective only if agreed between the Borrowers and the granting of any waiver or consent by the Lenders in respect of such matters, shall require the unanimous agreement of the Lendersacting unanimously: (i) changes to the interest rates and feesfees in respect of the Facility; (ii) increases in the maximum amount of credit availableTotal Commitment; (iii) extensions any extension of the Final Advance Stated Term Date or and the Facility Maturity Date, other than as contemplated hereby in Section 4.1; (iv) changes to the scheduled dates or the scheduled amounts for Repayments repayments hereunder; (v) any change to the establishment definition of any Availment Option in U.S. Dollars “Majority Lenders” or any other currency which is not a Qualified Currencythe definition of “Required Lenders”; (vi) releases of all or any portion of provision herein relating to the Security, except to the extent provided in paragraph (cSection 11.1(c) below;; and (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 11.0111.1. (b) Except for the matters described in paragraph (aSection 11.1(a) above, any amendment to this Agreement shall be effective if made among between the Borrower, the Agent Borrowers and the Required Majority Lenders, and for greater certainty any such amendment which is agreed to by the Required Majority 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 collateral (whether or not the proceeds of sale thereof are received by the Agent) which the Companies are any Borrower or Guarantor is permitted to dispose of pursuant to this Agreement without obtaining the prior written consent of the Majority 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 Borrowerany such Borrower or Guarantor, 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 Agreementabove, 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 Borrowers of the occurrence of a Default or Event of Default, the issuance of a demand for payment of the Obligations, a decision to make an Advance despite any condition precedent relating thereto not being satisfied, the provision of any waiver in respect of a breach of any covenant or the granting issuance of any consentconsent which may be required under Article 9) shall be effective if approved by the Required Majority Lenders; and any such decision or action shall be final and binding upon all the Lenders. (e) Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be unanimous shall be made at a meeting of the Lenders called by the Agent pursuant to Section 11.06(l11.6(k) or by a written instrument executed by all of the Lenders. Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be made by the Required Majority Lenders shall be made at a meeting of the Lenders called by the Agent pursuant to Section 11.06(l11.6(k) or by a written instrument executed by the Required Majority Lenders. Any such instrument may be executed by facsimile or portable document format (pdf) fax and in counterparts.

The Agent and the Lenders. 11.01 Decision-Making13.01 Lenders’ Decisions (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 feesfees payable in respect of the Facilities; (ii) increases in the maximum amount of credit availableavailable under the Facilities; (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; (viivi) the definitions of “Required Lenders” and “Proportionate Share” in Section 1.01; (viiivii) 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 (ixviii) this Section 11.0113.01. (b) Except for the matters described in paragraph (a) above, any amendment to this Agreement shall be effective if made among the BorrowerCredit Parties, 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 Borrowerany Credit Party, 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 11.0113.01, 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 Credit Parties of the occurrence of a Default or an Event of Default, the issuance of a demand for payment of the Obligations, a decision to make an Advance despite any condition precedent relating thereto not being satisfied, the provision of any waiver in respect of a breach of any covenant or the granting of any consent) shall be effective if approved by the Required Lenders; and any such decision or action shall be final and binding upon all the Lenders. (e) Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be unanimous shall be made either (i) at a meeting of the Lenders called by the Agent pursuant to Section 11.06(l13.06(l) or (ii) by a written instrument executed by all of the Lenders. Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be made by the Required Lenders shall be made either (i) at a meeting of the Lenders called by the Agent pursuant to Section 11.06(l13.06(l) or (ii) by a written instrument executed by the Required Lenders. Any such instrument may be executed by facsimile fax or portable document format (pdf) pdf and in counterparts.

The Agent and the Lenders. 11.01 Decision-Making (a) Any amendment to 15.01 The Borrower acknowledges that each Lender has irrevocably appointed the Agent as its agent for xxx xurposes of this Agreement relating and each of the Security Documents and authorised the Agent (whether or not by or through employees or agents) to take such action on such Lender's behalf and to exercise such rights, remedies, powxxx xxd discretions as are specifically delegated to the following matters, Agent by the Security Sharing Agreement and the granting Security Documents, together with such powers and discretions as are reasonably incidental thereto. 15.02 Except with the prior written consent of any waiver or consent by the Lenders in respect of such matters, shall require the unanimous agreement all 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 Agent shall 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 have authority on behalf of the Lenders is required in connection to agree 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, Borrower any amendment to this Agreement shall be effective if made among or take any action which would (i) reduce the Borrower, Margin and/or waive the Agent and payment of or vary the Required Lenders, and for greater certainty basis of calculation of 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 fees 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 interest payable by the Borrower, without further enquiry. Otherwise(ii) extend the due date or reduce the amount of any payment of principal, interest or other amount payable under this Agreement, (iii) change the currency in which any amount is payable under this Agreement, (iv) increase any Lender's Commitment or the aggregate of all the Commitments, (v) postpone the last day of the Drawdown Period, (vi) change this Clause 15.02, (vii) amend the definition of Majority Lenders, (viii) change the provisions of Clause 9 or waive any of the documents and evidence specified in Schedule 3, or (ix) result in the release or discharge in respect of any of the Security or any portion thereof shall require the written consent of the Lenders acting unanimouslyDocuments. (d) Except for the matters which require the unanimous consent of the Lenders as set out in the foregoing paragraphs of this Section 11.0115.03 The Borrower may rely upon any notice, and except as otherwise specifically provided in this Agreement, any action to be taken instruction 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 Default, the issuance of a demand for payment of the Obligations, a decision to make an Advance despite any condition precedent relating thereto not being satisfied, the provision of any waiver in respect of a breach of any covenant or the granting of any consent) shall be effective if approved by the Required Lenders; and any such decision or action shall be final and binding upon all the Lenders. (e) Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be unanimous shall be made at a meeting of the Lenders called other communication sent by the Agent pursuant to Section 11.06(l) or by a written instrument executed by all of the Lenders. Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be made by the Required Lenders and shall be made at a meeting of under no obligation to enquire further whether it has been approved by, or requires the Lenders called by approval of, the Agent pursuant to Section 11.06(l) or by a written instrument executed by the Required requisite Lenders. Any such instrument may be executed by facsimile or portable document format (pdf) and in counterparts.

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 feesfees payable in respect of the Facilities; (ii) increases in the maximum amount of credit availableavailable under the Facilities; (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; (viivi) the definitions of “Required Lenders” and “Proportionate Share” in Section section 1.01; (viiivii) 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 (ixviii) this Section 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 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 Default, the issuance of a demand for payment of the Obligations, a decision to make an Advance despite any condition precedent relating thereto not being satisfied, the provision of any waiver in respect of a breach of any covenant or the granting of any consent) shall be effective if approved by the Required Lenders; and any such decision or action shall be final and binding upon all the Lenders. (e) Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be unanimous shall be made at a meeting of the Lenders called by the Agent pursuant to Section paragraph 11.06(l) or by a written instrument executed by all of the Lenders. Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be made by the Required Lenders shall be made at a meeting of the Lenders called by the Agent pursuant to Section paragraph 11.06(l) or by a written instrument executed by the Required Lenders. Any such instrument may be executed by facsimile fax or portable document format (pdf) pdf and in counterparts.

The Agent and the Lenders. 11.01 Decision-MakingX.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. X.2 The Agent's Responsibility -- (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 LendersThe Agent may assume that: (i) changes to any representation, warranty or statement made by the interest rates Borrower in or in connection with any of this Agreement (including, without limitation, in any Drawdown Notice) is true and feescorrect; (ii) increases in the maximum amount no Event of credit availableDefault has occurred; (iii) extensions the Borrower is not in breach of the Final Advance Date or the Maturity Date;in default under, its obligations under this Agreement; and (iv) changes there has been no assignment or transfer by any means by any of the Lenders of their rights hereunder unless and until the Agent receives a Bank Transfer Agreement substantially in the form set forth in Schedule G whereby the assignee is bound hereby as it would have been if it had been an original Lender party hereto; and the Agent may also: (b) unless it has actual knowledge or actual notice to the scheduled dates contrary, assume that each Lender's address is that identified with its signature in Schedule A until the Agent has received from such Lender a notice designating some other office of such Lender as its address and act upon any such notice until the same is superseded by a further such notice; (c) engage and pay for the advice or services of any legal counsel, independent public accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the scheduled amounts advice of such counsel, accountants or experts; (d) unless it has actual knowledge or actual notice to the contrary, rely as to matters of fact which might reasonably be expected to be within the knowledge of any Person upon a statement signed by or on behalf of the such Person; (e) unless it has actual knowledge or actual notice to the contrary, rely upon any communication or document believed by it to be genuine; (f) refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Majority Lenders (or Lenders if instruction of the Lenders is specifically required by the terms of this Agreement) as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; (g) refrain from exercising any right, power or discretion vested in it which would or might in its opinion be contrary to any law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion necessary to comply with any such law or directive; (h) retain for Repayments its own benefit, and without liability to account for, any fee or other sum receivable by it for its own account; (i) accept deposits from, lend money to, provide any advisory or other services to or engage in any kind of banking or other business with any Party (including any Subsidiary thereof); and (j) refrain from acting in accordance with any instructions of the Majority Lenders to begin any legal action or proceeding arising out of or in connection with any of this Agreement or any Bankers' Acceptance or Letter of Credit, until it shall have received such security as it may require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees), obligations, losses, damages, penalties, actions, judgments, suits, disbursements and liabilities of any kind or nature whatsoever which it will or may expend or incur in complying with such instruction. X.3 The Agent's Duties -- The Agent shall: (a) promptly upon receipt thereof, inform each Lender of the contents of any notice, document, request or other information received by it in its capacity as Agent hereunder from the Borrower excepting therefrom information and notices relating solely to the role of Agent hereunder; (vb) promptly notify each Lender of the establishment occurrence of any Availment Option in U.S. Dollars or any other currency Event of Default of 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 Agent has written notice from 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 each 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 Borrower requests the prior written consent of the Lenders or Majority Lenders; , use its best efforts to obtain and in releasing any such security communicate to the Agent may rely upon and assume Borrower 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 response of the Lenders acting unanimously.or Majority Lenders, as the case may be, in a reasonable and timely manner having due regard to the nature and circumstances of the request; (d) Except for the matters which require the unanimous consent of the Lenders as set out in subject to the foregoing paragraphs provisions of this Section 11.01, and except as otherwise specifically provided in compliance with this Agreement, act in accordance with any action instructions given to be taken or decision to be made it 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 Defaultor, where permitted, the issuance of a demand for payment of the Obligations, a decision to make an Advance despite any condition precedent relating thereto not being satisfied, the provision of any waiver in respect of a breach of any covenant or the granting of any consent) shall be effective if approved by the Required Majority Lenders; and any such decision or action shall be final and binding upon all the Lenders.and (e) Any action to be taken or decision to be made if so instructed by the Lenders pursuant to Lenders, or the Majority Lenders, as applicable, refrain from exercising any right, power or discretion vested in it under this Agreement which is required to be unanimous shall be made at a meeting of the Lenders called by the Agent pursuant to Section 11.06(l) or by a written instrument executed by all of the Lenders. Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be made by the Required Lenders shall be made at a meeting of the Lenders called by the Agent pursuant to Section 11.06(l) or by a written instrument executed by the Required Lenders. Any such instrument may be executed by facsimile or portable any document format (pdf) and in counterpartsincidental hereto.

The Agent and the Lenders. 11.01 Decision-Making (a) Any amendment Each Lender irrevocably designates and appoints the Agent as its agent hereunder and under the other Loan Documents for all purposes of the Credit, including for the purpose of holding and enforcing the Security in accordance with and subject to the terms hereof and the terms of the other Loan Documents, and authorizes it on behalf of such Lender to take such action and to exercise such rights, powers and discretions as are expressly delegated to it under this Agreement relating to and the following mattersother Loan Documents and on the terms hereof or thereof together with such other rights, powers and discretions as are reasonably incidental thereto. The Agent may perform any of its duties hereunder or thereunder by or through its agents, officers or employees, its Affiliates or its Affiliates’ agents, officers or employees. The Agent hereby accepts each such appointment. Each such appointment may only be terminated as expressly provided in this Agreement. The Agent shall have only those duties and responsibilities which are of a solely mechanical and administrative nature and which are expressly specified in this Agreement, and the granting it may perform such duties by or through its agents or employees, but shall not by reason of any waiver or consent by the Lenders this Agreement have a fiduciary duty in respect of such mattersany Lender. As to any matters not expressly provided for by this Agreement, 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 Agent is not a Qualified Currency; required to exercise any discretion or to take any action, but is required to act or to refrain from acting (viand is fully protected in so acting or refraining from acting) releases of all or any portion of upon 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 instructions 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 as the Required Lenders case may be. Those instructions shall be final and binding upon all Lenders. (c) The , but the Agent may from time is not required to time without notice take any action which exposes the Agent to personal liability 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 is contrary to this Agreement without obtaining or applicable law. The Agent makes no representation or warranty, and assumes no responsibility with respect to the prior written consent due execution, legality, validity, sufficiency, enforceability or collectability of this Agreement or any other Loan Document; provided, however, that the foregoing shall not be construed to relieve the Agent from the performance of its own duties and responsibilities as set forth herein. The Agent assumes no responsibility for the financial condition of any Obligor, or for the performance of the Lenders; and in releasing obligations of any such security Obligor under this Agreement or any other Loan Document. The Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by or on behalf of any Obligor to 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 Default, the issuance of a demand for payment of the Obligations, a decision to make an Advance despite any condition precedent relating thereto not being satisfied, the provision of any waiver in respect of a breach of any covenant or the granting of any consent) shall be effective if approved by the Required Lenders; and any such decision or action shall be final and binding upon all the Lenders. (e) Any action to be taken or decision to be made by the Lenders pursuant to this Agreement which is required to be unanimous shall be made at a meeting of the Lenders called by the Agent pursuant to Section 11.06(l) or by a written instrument executed by all on behalf of the Lenders. Any The Agent shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or as to the use of the proceeds of the Credit or (unless the officers or employees of the Agent active in their capacity as officers or employees on the Borrower’s accounts have actual knowledge thereof, or have been notified thereof in writing by an Obligor) of the existence or possible existence of any Event of Default or Pending Event of Default. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or decision them as Agent under or in connection with the Agreement except for its or their own gross negligence or wilful misconduct. With respect to be its Commitment, the Advances made by the Lenders pursuant to this Agreement which Lender that is required to be made by the Required Lenders shall be made at a meeting of the Lenders called by acting as Agent, and all amounts payable with respect thereto, the Agent pursuant to Section 11.06(l) or by a written instrument executed by the Required Lenders. Any such instrument may be executed by facsimile or portable document format (pdf) and in counterparts.shall have