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. 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. 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. 54 10.1 Authorization of Agent and Relationship..................... 54 10.2
The Agent and the Lenders. 91 SECTION 7.01. Appointment; Powers and Immunities.......................................... 91 SECTION 7.02. Reliance by Agent........................................................... 92 SECTION 7.03. Defaults.................................................................... 92 SECTION 7.04. Rights of Agent and its Affiliates as a Lender.............................. 93 SECTION 7.05. Indemnification............................................................. 93 SECTION 7.06. Payee of Note Treated as Owner.............................................. 93 SECTION 7.07. Nonreliance on Agent and Other Lenders...................................... 94
The Agent and the Lenders. Section 11.1 Authorization and Action. 77 Section 11.2 Duties and Obligations. 77 Section 11.3 Agent and Affiliates. 78 Section 11.4 Lender Credit Decision. 79 Section 11.5 Indemnifications. 79 Section 11.6 Successor Agent. 79 Section 11.7 Reliance on Information. 80 Section 11.8 Knowledge and Required Action. 80 Section 11.9 Request for Instructions. 81 Section 11.10 Exchange of Information. 81 Section 11.11 Actions by Xxxxxxx. 81 Section 11.12 Provisions for Benefit of Lenders Only. 82 Section 11.13 Agent Accounting. 82 Section 11.14 Enforcement Action by Agent. 82 Section 11.15 Application of Proceeds 82 ARTICLE XII GENERAL
Section 12.1 Evidence of Debt. 83 Section 12.2 Invalidity of any Provisions. 83 Section 12.3 Amendments, Waivers, etc. 83 Section 12.4 Notices, etc. 85 Section 12.5 Costs and Expenses. 86 Section 12.6 Indemnification. 86 Section 12.7 Taxes 88 Section 12.8 Calculations. 89 Section 12.9 Assignments and Participations. 90 Section 12.10 Governing Law. 92 Section 12.11 Consent to Jurisdiction. 92 Section 12.12 Obligations Several, No Partnership. 93 Section 12.13 Interest Savings Clause. 93 Section 12.14 Confidentiality. 93 Section 12.15 Entire Agreement. 94 Section 12.16 Counterparts. 94 Schedule 1 Form of Advance Request Schedule 2 Compliance Certificate Schedule 3 Form of Assignment and Acceptance Schedule 3.6 Applicable Margins and Fee Rates Schedule 8.1(k) Status of Existing Debt Schedule 8.1(l) Subsidiaries Schedule 8.1(r) Sources and Uses of Funds as the Borrower hereunder, - and - - and - as Agent for the Lenders hereunder.
The Agent and the Lenders. 48 18.1 Appointment of the Agent ....................................48 18.2
