Permitted Discretion Clause Samples

Permitted Discretion a determination made in the exercise of reasonable (from the perspective of an asset-based lender) credit judgment. Permitted Lien: as defined in Section 10.2.2.

Permitted Discretion a determination made in good faith by the Agent and in the exercise of reasonable credit judgment (from the perspective of a secured, asset-based lender similarly situated).

Permitted Discretion. Agent’s reasonable credit judgment (from the perspective of an asset-based lender), exercised in good faith, based upon its consideration of any factor that it reasonably believes to be relevant, including, without limitation, any factor that it believes (a) could adversely affect the quantity, mix or value of Collateral (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of Agent’s Liens, or the amount in liquidation of any Collateral; (b) suggests that any collateral report or financial information delivered by any Obligor is incomplete, inaccurate or misleading in any material respect; (c) increases the likelihood of any Insolvency Proceeding involving an Obligor, or (d) creates or could result in a Default or Event of Default. In exercising such judgment, Agent may consider any factors that could increase the credit risk of lending to Borrowers on the security of the Collateral. In exercising its Permitted Discretion with respect to modifying eligibility criteria for Eligible Accounts and Eligible Inventory, Agent will use commercially reasonable efforts to notify Borrower Agent prior to modifying the criteria provided in the definitions thereof on the Original Closing Date or thereafter. Permitted Investment: an Investment (including any Permitted Acquisition); provided, that (A) either (i) Availability, on a Pro Forma Basis after giving effect to such Investment, for each of the 30 days prior to and including the date such Investment is consummated, is at least the greater of (1) $12,500,000 and (2) twenty-five percent (25%) of the Revolver Commitments or (ii) (1) the Fixed Charge Coverage Ratio, on a Pro Forma Basis, is at least 1.00 to 1.00 and (2) Availability, on a Pro Forma Basis after giving effect to such Investment, for each of the 30 days prior to and including the date of such Investment, is at least the greater of (A) $7,500,000 and (B) fifteen percent (15%) of the Revolver Commitments and (B) except for Permitted Acquisitions, is made prior to the Amendment No. 2 Effective Date. Permitted Lien: as defined in Section 10.2.2.

Permitted Discretion a determination made by Agent, in good faith, in the exercise of reasonable business judgment (from the perspective of a secured, asset-based lender), based upon Agent’s consideration of factors that in the exercise of such reasonable business judgment Agent believes: (a) could be expected to materially and adversely affect the quantity, quality, mix or value of Collateral (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of Agent’s Liens, or the amount that Agent and Lenders could receive in liquidation of any Collateral; (b) that any collateral report or financial information delivered by any Obligor is incomplete, inaccurate or misleading in any material respect; (c) could materially increase the likelihood of any Insolvency Proceeding involving an Obligor; (d) could increase the credit risk of lending to Borrowers on the security of the Collateral; or (e) could reasonably be expected to result in a Default or Event of Default.

Permitted Discretion. A determination or judgment made on good faith in the exercise of reasonable (from the perspective of a secured lender) credit or business judgment.

Permitted Discretion. The Agent may, but shall not be obligated to, rely on each Borrowing Base Certificate and any other schedules or reports in evaluating Accounts and Inventory for purposes of calculating the Borrowing Base. The Borrower and the Banks agree that the Agent, in the good faith exercise of its Permitted Discretion, may from time to time: (a) establish reserves against, and increase or decrease the amount of reserves against, Eligible Accounts and Eligible Inventory, (b) reduce the advance rates provided for in the definition of Borrowing Base or restore such reduced rates of advance to any level up to the rates of advance stated in the definition of Borrowing Base, (c) impose additional restrictions to the standards of eligibility set forth in the definition of Eligible Accounts and Eligible Inventory, and (d) determine whether Accounts and Inventory constitute Eligible Accounts or Eligible Inventory, as the case may be. The Agent shall use reasonable efforts to notify the Borrower prior to any actions taken under clauses (a)-(d) of this Section 2.2, but shall not be liable for any damages arising out of any failure to so notify the Borrower.

Permitted Discretion a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment, following either (x) consultation with the Loan Party Agent or (y) two (2) Business Days’ advance notice to the Borrowers.

Permitted Discretion. Agent’s reasonable credit judgment (from the perspective of an asset-based lender), exercised in good faith, based upon its consideration of any factor that it reasonably believes to be relevant, including, without limitation, any factor that it believes (a) could adversely affect the quantity, mix or value of Collateral (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of Agent’s Liens, or the amount in liquidation of any Collateral; (b) suggests that any collateral report or financial information delivered by any Obligor is incomplete, inaccurate or misleading in any material respect; (c) increases the likelihood of any Insolvency Proceeding involving an Obligor, or (d) creates or could result in a Default or Event of Default. In exercising such judgment, Agent may consider any factors that could increase the credit risk of lending to Borrowers on the security of the Collateral. In exercising its Permitted Discretion with respect to modifying eligibility criteria for Eligible Domestic Accounts, Eligible Domestic Inventory, Eligible UK Accounts and Eligible UK Inventory, Agent will use commercially reasonable efforts to notify Borrower Agent prior to modifying the criteria provided in the definitions thereof on the Closing Date or thereafter.

Permitted Discretion a determination made by the Agent in the exercise of its reasonable judgment (from the perspective of a secured asset-based lender), exercised in good faith, based upon its consideration of any factor that (a) would reasonably be expected to materially adversely affect the quantity, quality, mix or value of any material portion of the Collateral, the enforceability or priority of the Agent’s Liens with respect to any material portion of the collateral, or the amount that the Agent and Lenders could receive in liquidation of any material portion of the Collateral, (b) indicates that any collateral report or financial information delivered by any Obligor is incomplete, inaccurate or misleading in any material respect, (c) materially increases the likelihood of any proceeding under debtor relief laws involving any Obligor, or (d) creates or would reasonably be expected to result in a Default or Event of Default. In exercising such judgment, the Agent may consider any factors that would materially increase the credit risk of lending to Borrower on the security of the Collateral. Such requirement contemplates that all of the Obligors’ debts, obligations and payables are then current in accordance with its usual business practices.