Common use of Calculation Agent Determinations; Required Lender Consultation Clause in Contracts

Calculation Agent Determinations; Required Lender Consultation. (a) All calculations and determinations made by Calculation Agents shall be made in good faith and in a commercially reasonable manner. Upon receipt of written request from Borrower or any Lender, Calculation Agents shall promptly provide Borrower or such Lender with a written explanation describing in reasonable detail any calculation, adjustment or determination made by them (including any quotations, market data or information from internal or external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing Calculation Agents’ proprietary or confidential models or other information that may be proprietary or confidential or subject to contractual, legal or regulatory obligations to not disclose such information), and shall provide such written explanation within five (5) Business Days from the receipt of such request. At any time at which there is more than one Calculation Agent hereunder, all calculations and determinations made by Calculation Agents shall be made jointly; provided that, if Calculation Agents are unable to agree on any calculation or determination, then each Calculation Agent shall notify Borrower of its proposed calculation or determination and Borrower shall have the right to select the calculation or determination proposed by one of the Calculation Agents and such calculation or determination shall be deemed to be the calculation or determination of the Calculation Agents for all purposes hereunder. (b) If the Required Lenders notify Calculation Agents that they disagree with any calculation, adjustment or determination made by Calculation Agents hereunder (or any failure by Calculation Agents to make any calculation, adjustment or determination hereunder) and include in such notice a proposed alternative calculation, adjustment or determination that complies with Subsection (a) above (which shall apply for this purpose as if the Lenders sending such notice were Calculation Agents), Calculation Agents shall notify Borrower that such alternative calculation, adjustment or determination applies, and such alternative calculation, adjustment or determination shall be binding on all parties to the Margin Loan Documentation. (c) For the avoidance of doubt, if any provision of the Margin Loan Documentation provides for an action, determination, notice or instruction on the part of the Required Lenders, the Lenders may consult with one another in considering such action, determination, notice or instruction.

Calculation Agent Determinations; Required Lender Consultation. (a) All calculations and determinations made by the Calculation Agents Agent shall be made in good faith and in a commercially reasonable manner. Upon receipt of written request from Borrower or any Lender, the Calculation Agents Agent shall promptly provide Borrower or such Lender with a written explanation describing in reasonable detail any calculation, adjustment or determination made by them it (including any quotations, market data or information from internal or external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing the Calculation Agents’ Agent’s proprietary or confidential models or other information that may be proprietary or confidential or subject to contractual, legal or regulatory obligations to not disclose such information), and shall use commercially reasonable efforts to provide such written explanation within five (5) Business Days from the receipt of such request. At any time at which there is more than one Calculation Agent hereunder, all calculations and determinations made by Calculation Agents shall be made jointly; provided that, if Calculation Agents are unable to agree on any calculation or determination, then each Calculation Agent shall notify Borrower of its proposed calculation or determination and Borrower shall have the right to select the calculation or determination proposed by one of the Calculation Agents and such calculation or determination shall be deemed to be the calculation or determination of the Calculation Agents for all purposes hereunder. (b) If the Required Lenders notify the Calculation Agents Agent that they disagree with any calculation, adjustment or determination made by the Calculation Agents Agent hereunder (or any failure by the Calculation Agents Agent to make any calculation, adjustment or determination hereunder) and include in such notice a proposed alternative calculation, adjustment or determination that complies with Subsection clause (a) above (which shall apply for this purpose as if the Lenders sending such notice were the Calculation AgentsAgent), the Calculation Agents Agent shall notify Borrower that such alternative calculation, adjustment or determination applies, and such alternative calculation, adjustment or determination shall be binding on all parties to the Margin Loan Documentation. (c) For the avoidance of doubt, if any provision of the Margin Loan Documentation provides for an action, determination, notice or instruction on the part of the Required Lenders, the Lenders may consult with one another in considering such action, determination, notice or instruction.

Calculation Agent Determinations; Required Lender Consultation. (a) All calculations and determinations made by Calculation Agents Agent shall be made in good faith and in a commercially reasonable manner. Upon receipt of written request from any Borrower or any Lender, Calculation Agents Agent shall promptly provide such Borrower or such Lender Lender, as the case may be, with a written explanation describing in reasonable detail any calculation, adjustment or determination made by them it (including any quotations, market data or information from internal or external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing Calculation Agents’ Agent’s proprietary or confidential models or other information that may be proprietary or confidential or subject to contractual, legal or regulatory obligations to not disclose such information), and shall use commercially reasonable efforts to provide such written explanation within five (5) Business Days from the receipt of such request. At any time at which there is more than one Calculation Agent hereunder, all calculations and determinations made by Calculation Agents shall be made jointly; provided that, if Calculation Agents are unable to agree on any calculation or determination, then each Calculation Agent shall notify Borrower of its proposed calculation or determination and Borrower shall have the right to select the calculation or determination proposed by one of the Calculation Agents and such calculation or determination shall be deemed to be the calculation or determination of the Calculation Agents for all purposes hereunder. (b) If the Required Lenders notify Calculation Agents Agent that they disagree with any calculation, adjustment or determination made by Calculation Agents Agent hereunder (or any failure by Calculation Agents Agent to make any calculation, adjustment or determination hereunder) and include in such notice a proposed alternative calculation, adjustment or determination that complies with Subsection (a) above (which shall apply for this purpose as if the Lenders sending such notice were Calculation AgentsAgent), Calculation Agents Agent shall notify Borrower Borrowers that such alternative calculation, adjustment or determination applies, and such alternative calculation, adjustment or determination shall be binding on all parties to the Margin Loan Documentation. (c) For the avoidance of doubt, if any provision of the Margin Loan Documentation provides for an action, determination, notice or instruction on the part of the Required Lenders, the Lenders may consult with one another in considering such action, determination, notice or instruction.

Calculation Agent Determinations; Required Lender Consultation. (a) All calculations and determinations made by the Calculation Agents Agent shall be made in good faith and in a commercially reasonable manner. Upon receipt of written request from Borrower Borrowers or any Lender, the Calculation Agents Agent shall promptly provide Borrower Borrowers or such Lender with a written explanation describing in reasonable detail any calculation, adjustment or determination made by them it (including any quotations, market data or information from internal or external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing the Calculation Agents’ Agent’s proprietary or confidential models or other information that may be proprietary or confidential or subject to contractual, legal or regulatory obligations to not disclose such information), and shall use commercially reasonable efforts to provide such written explanation within five (5) Business Days from the receipt of such request. At any time at which there is more than one Calculation Agent hereunder, all calculations and determinations made by Calculation Agents shall be made jointly; provided that, if Calculation Agents are unable to agree on any calculation or determination, then each Calculation Agent shall notify Borrower of its proposed calculation or determination and Borrower shall have the right to select the calculation or determination proposed by one of the Calculation Agents and such calculation or determination shall be deemed to be the calculation or determination of the Calculation Agents for all purposes hereunder. (b) If the Required Lenders notify the Calculation Agents Agent that they disagree with any calculation, adjustment or determination made by the Calculation Agents Agent hereunder (or any failure by the Calculation Agents Agent to make any calculation, adjustment or determination hereunder) and include in such notice a proposed alternative calculation, adjustment or determination that complies with Subsection clause (a) above (which shall apply for this purpose as if the Lenders sending such notice were the Calculation AgentsAgent), the Calculation Agents Agent shall notify each Borrower that such alternative calculation, adjustment or determination applies, and such alternative calculation, adjustment or determination shall be binding on all parties to the Margin Loan Documentation. (c) For the avoidance of doubt, if any provision of the Margin Loan Documentation provides for an action, determination, notice or instruction on the part of the Required Lenders, the Lenders may consult with one another in considering such action, determination, notice or instruction.

Calculation Agent Determinations; Required Lender Consultation. (a) All calculations and determinations made by Calculation Agents Agent shall be made in good faith and in a commercially reasonable manner. Upon receipt of written request from Borrower or any Lender, Calculation Agents Agent shall promptly provide Borrower or such Lender with a written explanation describing in reasonable detail any calculation, adjustment or determination made by them it (including any quotations, market data or information from internal or external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing Calculation Agents’ Agent’s proprietary or confidential models or other information that may be proprietary or confidential or subject to contractual, legal or regulatory obligations to not disclose such information), and shall use commercially reasonable efforts to provide such written explanation within five (5) Business Days from the receipt of such request. At any time at which there is more than one Calculation Agent hereunder, all calculations and determinations made by Calculation Agents shall be made jointly; provided that, if Calculation Agents are unable to agree on any calculation or determination, then each Calculation Agent shall notify Borrower of its proposed calculation or determination and Borrower shall have the right to select the calculation or determination proposed by one of the Calculation Agents and such calculation or determination shall be deemed to be the calculation or determination of the Calculation Agents for all purposes hereunder. (b) If the Required Lenders notify Calculation Agents Agent that they disagree with any calculation, adjustment or determination made by Calculation Agents Agent hereunder (or any failure by Calculation Agents Agent to make any calculation, adjustment or determination hereunder) and include in such notice a proposed alternative calculation, adjustment or determination that complies with Subsection (a) above (which shall apply for this purpose as if the Lenders sending such notice were Calculation AgentsAgent), Calculation Agents Agent shall notify Borrower that such alternative calculation, adjustment or determination applies, and such alternative calculation, adjustment or determination shall be binding on all parties to the Margin Loan Documentation. (c) For the avoidance of doubt, if any provision of the Margin Loan Documentation provides for an action, determination, notice or instruction on the part of the Required Lenders, the Lenders may consult with one another in considering such action, determination, notice or instruction.