Common use of Limitation on Permitted Discretion Clause in Contracts

Limitation on Permitted Discretion. (a) The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts and Eligible Inventory from time to time in its Permitted Discretion. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Effective Date, to adjust any of the applicable criteria, to establish new criteria and to adjust advance rates with respect to Eligible Accounts and Eligible Inventory, in its Permitted Discretion, subject to Section 9.02. (b) Notwithstanding the foregoing or any provision in this Agreement to the contrary, circumstances, conditions, events or contingencies arising prior to the Effective Date and disclosed to the Administrative Agent prior to the Effective Date shall not be the basis for any establishment or modification of Reserves, eligibility criteria or advance rates unless (i) in the case of Reserves and eligibility criteria, such category of Reserves or eligibility criteria were established on the Effective Date (which may include Reserves and eligibility criteria set forth in the initial Borrowing Base Certificate) or (ii) such circumstances, conditions, events or contingencies shall have changed since the Effective Date (other than with respect to the Banking Services Reserve or any reserve for Swap Obligations). (c) Any exercise of Permitted Discretion with respect to Reserves (other than with respect to the Banking Services Reserve or any reserve for Swap Obligations) shall be based on a good faith reasonable determination of the Administrative Agent that (i) the circumstances, conditions, events or contingencies giving rise thereto will or reasonably could be expected to adversely affect the value of the Eligible Accounts or Eligible Inventory in the Borrowing Base, the enforceability or priority of the Administrative Agent’s Liens thereon or the amount the Secured Parties would likely receive in the liquidation of Eligible Accounts or Eligible Inventory in the Borrowing Base and (ii) the proposed action to be taken by the Administrative Agent to mitigate the effects described in clause (i) (including the amount of any Reserves) bears a reasonable relationship to the circumstance, condition, event or other contingency that is the basis therefor. (d) Upon delivery of notice to the Borrower Representative by the Administrative Agent of its intent to establish or increase Reserves, the Administrative Agent shall be available to discuss the proposed Reserves or increase, and Borrowers may take such action as may be required so that the circumstance, condition, event or other contingency that is the basis for such Reserves or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish or change such Reserves, unless the Administrative Agent shall have determined in its Permitted Discretion that the circumstance, condition, event or other contingency that is the basis for such new Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers. (e) In the event that the event, condition or other matter giving rise to the establishment of any Reserve shall cease to exist (unless the Administrative Agent determines there is a reasonable prospect that such event, condition or other matter will occur again within a reasonable period of time thereafter), the Borrower Representative may request in writing that the Administrative Agent discontinue the Reserve established pursuant to such event, condition or other matter (and the Administrative Agent will have a reasonable period of time to evaluate such request and will be available to discuss such request with the Borrower Representative).

Limitation on Permitted Discretion. (a) The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts and Eligible Inventory from time to time in its Permitted Discretion. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Effective Closing Date, to adjust any of the applicable criteria, to establish new criteria and to adjust advance rates with respect to Eligible Accounts and Eligible Inventory, in its Permitted Discretion, subject to Section 9.0214.1.1. (b) Notwithstanding the foregoing or any provision in this Agreement to the contrary, circumstances, conditions, events or contingencies arising prior to the Effective Closing Date and disclosed to the Administrative Agent prior to the Effective Closing Date shall not be the basis for any establishment or modification of Reserves, eligibility criteria or advance rates unless (i) in the case of Reserves and eligibility criteria, such category of Reserves or eligibility criteria were established on the Effective Closing Date (which may include Reserves and eligibility criteria set forth in the initial Borrowing Base Certificate) or (ii) such circumstances, conditions, events or contingencies shall have changed in any material respect since the Effective Date (other than with respect to the Banking Services Reserve or any reserve for Swap Obligations)Closing Date. (c) Any exercise of Permitted Discretion with respect to Reserves (other than with respect to the Banking Services Reserve or any reserve for Swap Obligations) shall be based on a good faith reasonable determination of the Administrative Agent that (i) the circumstances, conditions, events or contingencies giving rise thereto will or reasonably could be expected to adversely affect a material portion of the value of the Eligible Accounts or Eligible Inventory in the any Borrowing Base, the enforceability or priority of the Administrative Agent’s or a Security Trustee’s Liens thereon or the amount the Secured Parties would likely receive in the liquidation of any material portion of Eligible Accounts or Eligible Inventory in the any Borrowing Base and (ii) the proposed action to be taken by the Administrative Agent to mitigate the effects described in clause (i) (including the amount of any Reserves) bears a reasonable relationship to the circumstance, condition, event or other contingency that is the basis therefor. (d) Upon delivery of notice to the Borrower Representative a Loan Party Agent by the Administrative Agent of its intent to establish or increase Reserves, the Administrative Agent shall be available to discuss the proposed Reserves or increase, and Borrowers may take such action as may be required so that the circumstance, condition, event or other contingency that is the basis for such Reserves or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish or change such Reserves, unless the Administrative Agent shall have determined in its Permitted Discretion that the circumstance, condition, event or other contingency that is the basis for such new Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers. (e) In the event that the event, condition or other matter giving rise to the establishment of any Reserve shall cease to exist (unless the Administrative Agent determines there is a reasonable prospect that such event, condition or other matter will occur again within a reasonable period of time thereafter), the Borrower Representative may request in writing that the Administrative Agent discontinue the Reserve established pursuant to such event, condition or other matter (and the Administrative Agent will have a reasonable period of time to evaluate such request and will be available to discuss such request with the Borrower Representative).

Limitation on Permitted Discretion. (a) The Administrative Collateral Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts and Eligible Inventory Receivables from time to time in its Permitted Discretion. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Effective Date, to adjust any of the applicable criteria, to establish new criteria and to adjust advance rates with respect to Eligible Accounts and Eligible Inventory, in its Permitted Discretion, subject to Section 9.02. (b) Notwithstanding the foregoing or any provision in this Agreement to the contrary, circumstances, conditions, events or contingencies arising prior to the Effective Closing Date and disclosed to the Administrative Collateral Agent in writing prior to the Effective Closing Date shall not be the basis for any establishment or modification of Reserves, eligibility criteria or advance rates unless (i) in the case of Reserves and eligibility criteria, such category of Reserves or eligibility criteria were established on the Effective Closing Date (which may include Reserves and eligibility criteria set forth in the initial Borrowing Base Certificate) or (ii) such circumstances, conditions, events or contingencies shall have changed since the Effective Date (other than with respect to the Banking Services Reserve or any reserve for Swap Obligations)Closing Date. (c) Any exercise of Permitted Discretion with respect to Reserves (other than with respect to the Banking Services Reserve or any reserve for Swap Obligations) shall be based on a good faith reasonable determination of the Administrative Agent that (i) the circumstances, conditions, events or contingencies giving rise thereto will or reasonably could be expected to adversely affect the value of the Eligible Accounts or Eligible Inventory in the Borrowing BaseReceivables, the enforceability or priority of the Administrative Collateral Agent’s Liens thereon or the amount the Secured Parties would likely receive in the liquidation of any portion of Eligible Accounts or Eligible Inventory Receivables included in the Borrowing Base and (ii) the proposed action to be taken by the Administrative Agent to mitigate the effects described in clause (i) (including the Base. The amount of any Reserves) bears Reserves must bear a reasonable relationship to the circumstance, condition, event or other contingency that is the basis therefor. (d) Upon delivery of notice to the Revolving Borrower Representative by the Administrative Collateral Agent of its intent to establish or increase Reserves, the Administrative Collateral Agent shall be available to discuss the proposed Reserves or increase, and Borrowers may take such action as may be required so that the circumstance, condition, event or other contingency that is the basis for such Reserves or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Collateral Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Collateral Agent to establish or change such Reserves, unless the Administrative Collateral Agent shall have determined in its Permitted Discretion that the circumstance, condition, event or other contingency that is the basis for such new Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers. (e) In the event that the event, condition or other matter giving rise to the establishment of any Reserve shall cease to exist (unless the Administrative Agent determines there is a reasonable prospect that such event, condition or other matter will occur again within a reasonable period of time thereafter), the Borrower Representative may request in writing that the Administrative Agent discontinue the Reserve established pursuant to such event, condition or other matter (and the Administrative Agent will have a reasonable period of time to evaluate such request and will be available to discuss such request with the Borrower Representative).

Limitation on Permitted Discretion. (a) The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts and Eligible Inventory from time to time in its Permitted Discretion. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Effective Closing Date, to adjust any of the applicable criteria, to establish new criteria and to adjust advance rates with respect to Eligible Accounts and Eligible Inventory, in its Permitted Discretion, subject to clause (vi) of the proviso to Section 9.0214.1. (b) Notwithstanding the foregoing or any provision in this Agreement to the contrary, circumstances, conditions, events or contingencies arising prior to the Effective Closing Date and disclosed to the Co-Lead Arrangers, Administrative Agent or Collateral Agent prior to the Effective Closing Date shall not be the basis for any establishment or modification of Reserves, eligibility criteria or advance rates unless (i) in the case of Reserves and eligibility criteria, such category of Reserves or eligibility criteria were established on the Effective Closing Date (which may include Reserves and eligibility criteria set forth in the initial Borrowing Base Certificate) or (ii) such circumstances, conditions, events or contingencies shall have changed in a material respect since the Effective Date (other than with respect to the Banking Services Reserve or any reserve for Swap Obligations)Closing Date. (c) Any exercise of Permitted Discretion with respect to Reserves (other than with respect to the Banking Services Reserve or any reserve for Swap Obligations) shall be based on a good faith reasonable determination of the Administrative Agent that (i) the circumstances, conditions, events or contingencies giving rise thereto will or reasonably could be expected to adversely affect a material portion of the value of the Eligible Accounts or Eligible Inventory in the Borrowing BaseInventory, the enforceability or priority of the Administrative Collateral Agent’s Liens thereon or the amount the Secured Parties would likely receive in the liquidation of any material portion of Eligible Accounts or Eligible Inventory in the Borrowing Base and (ii) the proposed action to be taken by the Administrative Agent to mitigate the effects described in clause (i) (including the amount of any ReservesReserve) bears a reasonable relationship to the circumstance, condition, event or other contingency that is the basis therefor. (d) Upon delivery of notice to the Borrower Representative by the Administrative Agent of its intent to establish or increase Reservesa Reserve, the Administrative Agent shall be available to discuss the proposed Reserves Reserve or increase, and Borrowers the Borrower may take such action as may be required so that the circumstance, condition, event or other contingency that is the basis for such Reserves Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish or change such ReservesReserve, unless the Administrative Agent shall have determined in its Permitted Discretion that the circumstance, condition, event or other contingency that is the basis for such new Reserves Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowersthe Borrower. (e) In the event that the event, condition or other matter giving rise to the establishment of any Reserve shall cease to exist (unless the Administrative Agent determines there is a reasonable prospect that such event, condition or other matter will occur again within a reasonable period of time thereafter), the Borrower Representative may request in writing that the Administrative Agent discontinue the Reserve established pursuant to such event, condition or other matter (and the Administrative Agent will have a reasonable period of time to evaluate such request and will be available to discuss such request with the Borrower Representative).

Limitation on Permitted Discretion. (a) The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts and Eligible Inventory from time to time in its Permitted Discretion. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Effective Closing Date, to adjust any of the applicable criteria, to establish new criteria and to adjust advance rates with respect to Eligible Accounts and Eligible Inventory, in its Permitted Discretion, subject to Section 9.0214.1.1. (b) Notwithstanding the foregoing or any provision in this Agreement to the contrary, circumstances, conditions, events or contingencies arising prior to the Effective Closing Date and disclosed to the Administrative Agent prior to the Effective Closing Date shall not be the basis for any establishment or modification of Reserves, eligibility criteria or advance rates unless (i) in the case of Reserves and eligibility criteria, such category of Reserves or eligibility criteria were established on the Effective Closing Date (which may include Reserves and eligibility criteria set forth in the initial Borrowing Base Certificate) or (ii) such circumstances, conditions, events or contingencies shall have changed in any material respect since the Effective Date (other than with respect to the Banking Services Reserve or any reserve for Swap Obligations)Closing Date. (c) Any exercise of Permitted Discretion with respect to Reserves (other than with respect to the Banking Services Reserve or any reserve for Swap Obligations) shall be based on a good faith reasonable determination of the Administrative Agent that (i) the circumstances, conditions, events or contingencies giving rise thereto will or reasonably could be expected to adversely affect a material portion of the value of the Eligible Accounts or Eligible Inventory in either the Canadian Borrowing Base or the U.S. Borrowing Base, the enforceability or priority of the Administrative Agent’s Liens thereon or the amount the Secured Parties would likely receive in the liquidation of any material portion of Eligible Accounts or Eligible Inventory in either the Canadian Borrowing Base or the U.S. Borrowing Base and (ii) the proposed action to be taken by the Administrative Agent to mitigate the effects described in clause (i) (including the amount of any Reserves) bears a reasonable relationship to the circumstance, condition, event or other contingency that is the basis therefor. (d) Upon delivery of notice to the Borrower Representative Loan Party Agent by the Administrative Agent of its intent to establish or increase Reserves, the Administrative Agent shall be available to discuss the proposed Reserves or increase, and Borrowers may take such action as may be required so that the circumstance, condition, event or other contingency that is the basis for such Reserves or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish or change such Reserves, unless the Administrative Agent shall have determined in its Permitted Discretion that the circumstance, condition, event or other contingency that is the basis for such new Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers. (e) In the event that the event, condition or other matter giving rise to the establishment of any Reserve shall cease to exist (unless the Administrative Agent determines there is a reasonable prospect that such event, condition or other matter will occur again within a reasonable period of time thereafter), the Borrower Representative may request in writing that the Administrative Agent discontinue the Reserve established pursuant to such event, condition or other matter (and the Administrative Agent will have a reasonable period of time to evaluate such request and will be available to discuss such request with the Borrower Representative).