Majority Lenders’ directions Clause Samples
The 'Majority Lenders’ directions' clause defines the authority of a majority group of lenders to make decisions and issue binding instructions on behalf of all lenders under a syndicated loan agreement. In practice, this means that if a specified percentage (often more than 50%) of the lenders agree on a course of action—such as waiving a covenant breach or instructing the facility agent—those directions are binding on all lenders, even those who disagree. This clause streamlines decision-making in multi-lender arrangements, preventing deadlock and ensuring efficient administration of the loan.
Majority Lenders’ directions. (a) Each Agent will be fully protected if it acts in accordance with the instructions of the Majority Lenders in connection with the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of such instructions each Agent may act as it considers to be in the best interests of all the Lenders.
(b) No Agent is authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.
Majority Lenders’ directions. (a) The Agent or, as the case may be, the U.S. Swingline Agent will be fully protected if it acts in accordance with the instructions of the Majority Lenders in connection with the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of such instructions the Agent or, as the case may be, the U.S. Swingline Agent may act as it considers to be in the best interests of all the Lenders.
(b) Neither the Agent nor the U.S. Swingline Agent is authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.
Majority Lenders’ directions. In the exercise of any right or power and as to any matter not expressly provided for by this Agreement, the Facility Agent may act or refrain from acting in accordance with the instructions of the Majority Lenders and shall be fully protected in so doing. In the absence of any such instructions, the Facility Agent may act or refrain from acting as it shall deem fit. Any such instructions shall be binding on all the Lenders.
Majority Lenders’ directions. The Agent will be fully protected if it acts in accordance with the instructions of the Majority Lenders in connection with the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of such instructions the Agent may act as it considers to be in the best interests of all the Lenders.
Majority Lenders’ directions. As against the Financial Institutions, the Administrative Agent will be fully protected if it acts in accordance with the instructions of the Majority Lenders in connection with the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of such instructions, the Administrative Agent may, as between itself and the other Financial Institutions, act as it reasonably considers to be in the best interests of all the Lenders.
Majority Lenders’ directions. In the exercise of any power or discretion given to each Agent under the Financing Documents and as to any matter not expressly provided for in the Financing Documents or where a decision of the Majority Lenders is provided for, each Agent shall act or refrain from acting in accordance with the instructions of the Majority Lenders. In the absence of any such instructions or instructions failing to indemnify any Agent to its satisfaction, such Agent may act or refrain from acting as it shall see fit. Any such instructions of the Majority Lenders or any such decision of the Agent shall be binding on all the Lenders and the Agent shall not be liable to the Borrower or the Finance Parties or any of them for the consequences of any such instructions or decision.
Majority Lenders’ directions. (a) The Agent or, as the case may be, the Euro Swingline Agent will be fully protected if it acts in accordance with the instructions of the Majority Lenders in connection with the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of such instructions the Agent or, as the case may be, the Euro Swingline Agent may act as it considers to be in the best interests of all the Lenders.
(b) Neither the Agent nor the Euro Swingline Agent is authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.
Majority Lenders’ directions. (a) Each Agent will be fully protected if it acts in accordance with the instructions of the Majority Lenders in connection with the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of such instructions each Agent may act as it considers to be in the best interests of all the Lenders.
(b) In giving or withholding any consent, approval or waiver or giving any instructions to any of the Agents the Majority Lenders shall act reasonably (taking into account their commercial and financial interests).
Majority Lenders’ directions. (a) Where any consent, approval, determination, waiver or other decision is required to be given, made or taken by or with the approval of the Majority Lenders or all the Lenders together, the Agent shall by notice to each Lender (if so required by the Parent) specify the period of time (being not less than 10 Business Days (save in the case of emergency)) within which replies are required and whether the procedure in Clause 33.9(b) (Majority Lenders’ Directions) shall apply.
(b) If any Lender does not reply within the period specified by the Agent, the amount of its Commitment and participation in the Utilisations shall be disregarded for the purposes of defining whether or not the requisite percentage vote has been achieved unless the Agent states in the notice that this Clause 33.9(b) (Majority Lenders’ Directions) shall not apply.