Calculation Agent Determinations Clause Samples
Calculation Agent Determinations. All calculations and determinations made by Calculation Agent shall be made in good faith and in a commercially reasonable manner. Upon receipt of written request from any Borrower, Calculation Agent shall promptly provide Borrowers with a written explanation describing in reasonable detail any calculation, adjustment or determination made by 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 Agent’s proprietary models or other information that may be proprietary 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.
Calculation Agent Determinations. (a) All calculations and determinations made by Calculation Agent shall be made in good faith and in a commercially reasonable manner. Upon receipt of written request from Borrower or any Lender, Calculation Agent shall promptly provide Borrower or such Lender with a written explanation describing in reasonable detail any calculation, adjustment or determination made by it or its Affiliates (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 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.
(b) If the Required Lenders notify Calculation Agent that they disagree with any calculation, adjustment or determination made by Calculation Agent hereunder (or any failure by Calculation 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 Agent), Calculation Agent shall promptly 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) If any provision of the Margin Loan Documentation provides for an action, determination, notice or instruction on the part of the Lenders, the Required Lenders, and/or any Agent, the Lenders and/or any such Agent may, but shall not be required to, consult with one another in considering such action, determination, notice or instruction.
Calculation Agent Determinations. Except as otherwise specified as contemplated by Section 2.03, with respect to the Securities of each series, a calculation agent appointed by the Issuer shall make all necessary calculations and determinations in connection with the Securities of such series, including calculations and determinations relating to any payments on the Securities of such series. All determinations made by such calculation agent shall, in the absence of manifest error, be conclusive for all purposes and binding on the Issuer, the Guarantor and the Holders of Securities of such series.