Lenders’ Determination Sample Clauses
The Lenders' Determination clause grants the lender the authority to make decisions or assessments regarding specific matters outlined in the agreement, often relating to financial calculations, compliance, or the occurrence of certain events. In practice, this means the lender can determine whether a borrower has met certain conditions, such as financial covenants or eligibility for drawdowns, based on their own calculations or judgment. This clause ensures that the lender retains control over key determinations, reducing ambiguity and potential disputes by clarifying who has the final say in interpreting or applying certain provisions.
Lenders’ Determination. Where the provisions of this Agreement provide that any waiver of or any amendment to any provision of the Documents may be made or any action, consent or other determination in connection with the Documents may be taken or given, with the consent or agreement of the Majority Lenders, then any such waiver, amendment, action, consent or determination so made, so taken or so given with the consent or agreement of the Majority Lenders will be binding on all of the Lenders and all of the Lenders will cooperate in all ways necessary or desirable to implement and effect such waiver, amendment, action, consent or determination.
Lenders’ Determination. Where the provisions of this Agreement provide that any waiver of or any amendment to any provision of the Loan Documents may be made or any action, consent or other determination in connection with the Loan Documents may be taken or given, with the consent or agreement of the Lenders or the Majority Lenders (in accordance with Section 16.16), then any such waiver, amendment, action, consent or determination so made, so taken or so given with the consent or agreement of the Lenders or the Majority Lenders, as applicable, will be binding on all of the Lenders and all of the Lenders will cooperate in all ways necessary or desirable to implement and effect such waiver, amendment, action, consent or determination.
Lenders’ Determination. On the date of the Initial Advance, Lender shall have determined the applicable Retainage and that (i) the work that is the basis for the request for the Initial Advance has been completed in accordance herewith (ii) there is no Deficiency and (iii) construction is capable of proceeding in accordance with the schedule set forth in the Budget and Substantial Completion will occur by the Outside Completion Date.
Lenders’ Determination. The determination by the Lender of any interest payable under clause 0 or 5 shall, save for manifest error, be conclusive and binding on the Borrower.
Lenders’ Determination. If at any time a Lender determines in good faith (which determination shall be conclusive, absent manifest error) and notifies the Borrower that (i) any Applicable Law (relating to capital adequacy or otherwise); (ii) any change in, or in the interpretation or application of Applicable Law by a court or by any authority charged with the administration of Applicable Law (including, without limitation, the Superintendent of Financial Institutions for Canada); or (iii) any compliance by that Lender with any request, directive or guideline (whether or not having the force of law) of any applicable monetary, fiscal or other governmental agency or authority (including, without limitation, the Superintendent of Financial Institutions for Canada), has the effect of:
(a) increasing the cost to that Lender of making, maintaining or funding an Advance;
(b) reducing the amount of principal, interest, fees or other amounts received or receivable by that Lender under this Agreement or the effective return of that Lender under this Agreement; or
(c) causing that Lender to make any payment, or to forego any interest or other return on or calculated by reference to, any sum received or receivable by that Lender under this Agreement, then, upon demand being made from time to time to the Borrower by that Lender, the Borrower shall, within 30 days, pay to that Lender the amount necessary to compensate it for its additional cost, reduction, payment, foregone interest or other return. If that Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower of the event by reason of which it has become so entitled, provide the Borrower with particulars of the basis of the claim and of the calculation of the additional amount payable by the Borrower under this Section as a result of the event and provide the Borrower with a certificate setting out -47- Article 6 the additional amount payable which shall be, absent manifest error, prima facie evidence of the amount payable. The Borrower shall also be entitled, upon 30 days' notice, to prepay to the Administration Agent for the account of that Lender that Lender's Proportionate Share of outstanding Advances hereunder together with Breakage Costs. The amount of such prepayment shall be a permanent reduction of the Credit Facilities.