Agent's and Lenders' Discretion. Whenever, pursuant to this Agreement, Agent and/or a Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Agent and/or any Lender, the decision of Agent and/or such Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Agent and/or such Lender, as applicable, and shall be final and conclusive.
Agent's and Lenders' Discretion. (a) Each reference in the Loan Documents to the exercise of discretion, reasonable discretion, or the like by any Agent or any Lender shall be to such Person’s reasonable exercise of its judgment, in good faith (which shall be rebuttably presumed), based upon such Person’s consideration of any such factors as that Agent or that Lender, taking into account information of which that Person then has actual knowledge, reasonably believes:
(i) Will or reasonably could be expected to affect, in more than a de minimis manner, the value of the Collateral, the enforceability of the Collateral Agent’s Collateral Interests therein, or the amount which the Collateral Agent would likely realize therefrom (taking into account delays which may possibly be encountered in the Collateral Agent’s realizing upon the Collateral and likely Costs of Collection).
(ii) Indicates that any report or financial information delivered to any Agent or any Lender by or on behalf of any Loan Party is incomplete, inaccurate, or misleading in any material manner or was not prepared in accordance with the requirements of this Agreement.
(iii) That a Default has occurred and is continuing.
(b) In the exercise of such judgment, each Agent or each Lender reasonably also may take into account any of the following factors:
(i) Those included in, or tested by, the definitions of “Eligible Accounts” and “Eligible Inventory”.
(ii) The current financial and business climate of the industry in which each Loan Party competes (having regard for that Loan Party’s position in that industry).
(iii) General macroeconomic conditions which have a material effect on the Loan Parties’ cost structure.
(iv) Material changes in or to the mix of the Borrowers’ Inventory.
(v) Seasonality with respect to the Borrowers’ Inventory and patterns of retail sales.
(vi) Such other factors as each Agent and each Lender reasonably determine as having a material bearing on credit risks associated with the providing of loans and financial accommodations to the Borrowers.
(c) The burden of establishing the failure of any Agent or any Lender to have acted in a reasonable manner in such Person’s exercise of such discretion shall be the Loan Parties’ and may be made only by clear and convincing evidence.
Agent's and Lenders' Discretion. (a) Each reference in the Loan Documents to the exercise of discretion or the like by the Agent or any Lender shall be to that Person's exercise of its reasonable judgement, in good faith, based upon that Person's consideration of any such factor as the Agent or that Lender, taking into account information of which that Person then has actual knowledge, believes:
(i) Will or reasonably could be expected to affect the value of the Collateral, the enforceability of the Agent's security and collateral interests therein, or the amount which the Agent would likely realize therefrom (taking into account delays which may possibly be encountered in the Lender's realizing upon the Collateral and likely Administrative Costs).
(ii) Indicates that any report or financial information delivered to the Agent or any Lender by or on behalf of the Borrower is incomplete, inaccurate, or misleading in any material manner or was not prepared in accordance with the requirements of this Agreement.
(iii) Would likely result in the Borrower's becoming the subject of a bankruptcy or insolvency proceeding.
Agent's and Lenders' Discretion. (a) Each reference in the Loan Documents to the exercise of discretion or the like by the Agent or any Lender shall be to that Person's reasonable exercise of its judgment, in good faith (which shall be rebuttably presumed), based upon that Person's consideration of any such factor as that Person, taking into account information of which that Person then has actual knowledge, believes:
(i) Would reasonably be expected to affect the value of the Collateral, the enforceability of the Agent's security and collateral interests therein, or the amount which the Agent would likely realize therefrom (taking into account delays which may possibly be encountered in the Agent's realizing upon the Collateral and likely Costs of Collection); (ii) Indicates that any report or financial information delivered to the Agent or any Lender by or on behalf of the Borrowers is incomplete, inaccurate, or misleading in any material manner or was not prepared in accordance with the requirements of this Agreement;
Agent's and Lenders' Discretion. Except to the extent expressly provided in the applicable provision, the right of Agent, Requisite Lenders or any Lender to grant or withhold any consent, approval, amendment or waiver with respect to this Agreement, any other Loan Document, the Interim Order or the Final Order, and each determination by Agent, Requisite Lenders or any Lender of acceptability of or satisfaction with any matter in this Agreement, any other Loan Document, the Interim Order or the Final Order, shall in each case be in the sole and absolute discretion of Agent, Requisite Lenders or such Lender, as the case may be, without any implied duty to the Borrower, any other Credit Party or any other Person.
Agent's and Lenders' Discretion. Each reference in the Loan Documents to the exercise of discretion or the like by the Agent or any Lender shall be to that Person's exercise of its reasonable judgement, in good faith, based upon that Person's consideration of any such factor as the Agent or that Lender, reasonably deems appropriate and, with respect to the calculation of the Borrowing Base and Reserves, in accordance with the Agent's general eligibility and reserve requirements for Revolving Credit Loans generally and consistent with the methodology used by the Agent in determining the Borrowing Base on the effective date of this Agreement.
Agent's and Lenders' Discretion. Whenever pursuant to this Agreement, Agent or any Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Agent or such Lender, the decision of Agent or such Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise expressly otherwise herein provided) be in the sole and absolute discretion of Agent or such Lender and shall be final and conclusive. All consents or approvals of Agent or any Lender given by Agent or such Lender pursuant to the Loan Documents shall not be deemed to have given by Agent or any Lender unless such consent or approval is in writing. Whenever pursuant to this Agreement or any other Loan Document, Agent or any Lender is required to be reasonable in making any determination or granting any consent or approval, such qualification of reasonability shall be disregarded at any time that an Event of Default has occurred and is continuing. Agent and Lenders may reasonably withhold, condition or delay their consent or approval in the event that (i) the granting of such consent shall have any material adverse effect on Borrowers or the Properties, or such granting of consent may result in a material decrease in the market value of the Properties, or (ii) such consent will result in any impairment of the Lien, priority or enforceability of the Mortgage, the Pledge Agreement or this Agreement or the enforceability of the other Loan Documents.
Agent's and Lenders' Discretion. Each reference in the Loan Documents to the exercise of discretion, reasonable discretion or the like by any Agent or any Lender shall be to such Person's reasonable exercise of its judgment, in good faith (which shall be presumed), based upon such Person's consideration of any such factors as that Agent or that Lender, taking into account information of which that Person then has actual knowledge, reasonably believes:
Agent's and Lenders' Discretion. (i) Each reference in the Loan Documents to the exercise of discretion or the like by any Agent or any Revolving Credit Lender shall be to such Person's exercise of its
Agent's and Lenders' Discretion. Whenever pursuant to this Agreement, Agent or Lender exercises any right given to it to (i) request or require any act or other performance of any type, (ii) approve or disapprove any item, thing, arrangement, term or matter, (iii) determine that any arrangement, term or other matter is satisfactory or unsatisfactory to Agent or Lender, or (iv) exercises any similar rights including, without limitation, the right to consent or withhold consent to any term, arrangement, request or matter, in each and every case, such decision or exercise of the rights of Agent or Lender shall (except as is otherwise expressly otherwise herein provided) be undertaken in the commercially reasonable exercise of the discretion of Agent or Lender under the circumstances and within context of the matter at issue; and, when and to the extent exercised in accordance with these standards, shall be final and conclusive. Except as otherwise expressly provided herein, all consents or approvals of any Party to be given by such Party pursuant to the Loan Documents shall not be deemed to have given unless such consent or approval is in writing.
