The Agent and the Lenders Sample Clauses
The "Agent and the Lenders" clause defines the roles, responsibilities, and relationships between the agent (often a bank or financial institution) and the group of lenders in a syndicated loan arrangement. It typically outlines the agent's authority to act on behalf of the lenders, manage communications, and administer the loan, such as collecting payments from the borrower and distributing them to the lenders. This clause ensures efficient coordination among multiple lenders and clarifies the agent's powers and limitations, thereby streamlining loan administration and reducing the risk of disputes among the parties.
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. 34 ARTICLE 22....... DELEGATION......................................................................................... 37
The Agent and the Lenders. Authorization of Agent 44 9.2 Disclaimer of Agent 44 9.3 Failure of Lender to Fund 45 9.4 Payments by the Borrower 46 9.5 Payments by Agent 46 9.6 Direct Payments 47 9.7 Administration of the Credit 48 9.8 Rights of Agent 51 9.9 Acknowledgements, Representations and Covenants of Lenders 51 9.10 Collective Action of the Lenders 52 9.11 Successor Agent 53 9.12 Provisions Operative Between Lenders and Agent Only 53 (iii) Section Description Page ARTICLE 10 ADDITIONAL LENDERS, SUCCESSORS AND ASSIGNS 10.1 Successors and Assigns 54 10.2 Assignments 55 10.3 Participations 56 ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 Defined Terms 56 11.2 Severability 56 11.3 Amendment, Supplement or Waiver 57 11.4 Governing Law 57 11.5 This Agreement to Govern 57 11.6 Currency 57 11.7 Liability of Lenders 58 11.8 Expenses and Indemnity 58 11.9 Manner of Payment and Taxes 58 11.10 Change in Law 59 11.11 Illegality 61 11.12 Interest on Miscellaneous Amounts 61 11.13 Address for Notice 62 11.14 Time of the Essence 62 11.15 Further Assurances 62 11.16 Term of Agreement 62 11.17 Payments on Business Day 62 11.18 Counterparts and Facsimile 62 11.19 Waiver of Jury Trial and Consequential Damages 63 11.20 Whole Agreement 63 11.21 English Language 63 11.22 Date of Agreement 64 SCHEDULE A - FORM OF NOTICE OF ADVANCE OR PAYMENT SCHEDULE B - FORM OF COMPLIANCE CERTIFICATE SCHEDULE C - FORM OF ASSIGNMENT AGREEMENT SCHEDULE D - FORM OF GUARANTEE SCHEDULE E - APPLICABLE PERCENTAGES OF LENDERS (iv) THIS CREDIT AGREEMENT is dated as of 30 November ▇▇▇▇ ▇ ▇ ▇ ▇ ▇ ▇ ▇: WASTE MANAGEMENT OF CANADA CORPORATION a Nova Scotia unlimited liability company as Borrower - and - WASTE MANAGEMENT, INC. WASTE MANAGEMENT HOLDINGS, INC. as Guarantors - and - THE LENDERS LISTED ON SCHEDULE E TO THIS AGREEMENT FROM TIME TO TIME as Lenders THE BANK OF NOVA SCOTIA, in its capacity as Administrative Agent RECITALS:
The Agent and the Lenders. Lenders' Decisions 77 9.2 Security 78 9.3 Application of Proceeds of Realization 79 9.4 Payments by Agent 81 9.5 Protection of Agent 82 9.6 Duties of Agent 83 9.7 Lenders' Obligations Several; No Partnership 84 9.8 Sharing of Information 84 9.9 Acknowledgement by Borrower 84 9.10 Amendments to ARTICLE IX 84 9.11 Deliveries, etc 85 9.12 Agency Fees 85 9.13 Non-Funding Lender 85
The Agent and the Lenders. 41 Section 8.1.
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. In the case where the Agent would declare the sums due in respect of this Agreement payable in advance as a result of an Event of Default described in Paragraph 14.1 (EVENT OF DEFAULT), the Agent must take all measures to negotiate with the Borrower and more generally, oversee the repayment of the entire Loan, in agreement with the guidelines put forth by the Majority Lenders. All the Lenders will be held to the stipulations of this Paragraph 14.3 and no Lender will engage in any action with the Borrower or a Member of the Group independent of or conflicting with this Paragraph 14.3, without the consultation of the entire group of Lenders.
The Agent and the Lenders. 13.1 Rights, Duties and Immunities of the Administrative Agent
13.2 Respecting Loans and Payments
13.3 Assignment and Participation