Agent’s Discretion Clause Samples

Agent’s Discretion. Whenever pursuant to this Agreement, Agent exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Agent, the decision of Agent 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 shall be final and conclusive.

Agent’s Discretion. The Borrower acknowledges that the Agent's discretion to act on certain matters is restricted by this Section 13.2 and accordingly, where an obligation of reasonableness is imposed on the Agent in circumstances where a consent, approval or agreement, as the case may be, requires the approval of all Lenders, the Majority Lenders or a Majority of the Revolving Lenders under this Section 13.2, the obligation to act reasonably shall be imposed severally upon each of the Lenders and not on the Agent.

Agent’s Discretion. The Agent may: (i) assume, unless it has, in its capacity as agent for the Finance Parties, received notice to the contrary from any other party hereto, that (i) any representation made by the Borrower in connection with the Finance Documents is true, (ii) no Event of Default or Potential Event of Default has occurred, (iii) the Borrower is not in breach of or default under its obligations under the Finance Documents and (iv) any right, power, authority or discretion vested in the Finance Documents upon the Majority Banks, the Finance Parties or any of them or any other person or group of persons has not been exercised; (ii) assume that the Lending Office of each Bank is that identified with its signature below (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) until it has received from such Bank a notice designating some other office of such Bank to replace its Facility Office and act upon any such notice until the same is superseded by a further such notice; (iii) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (iv) rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower upon a certificate signed by or on behalf of the Borrower; (v) rely upon any communication or document believed by it to be genuine; (vi) refrain from exercising any right, power or discretion vested in it as agent hereunder unless and until instructed by Majority Banks as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (vii) refrain from acting in accordance with any instructions of Majority Banks to begin any legal action or proceeding arising out of or in connection with this Agreement until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities together with any VAT thereon which it will or may expend or incur in complying with such instructions.

Agent’s Discretion. Agent may at any time and from time to time (whether prior to or after the revocation or termination of this Agreement) without the consent of, or notice to, any Guarantor, and without incurring responsibility to any Guarantor or impairing or releasing the Obligations, apply any sums by whomsoever paid or howsoever realized to any Obligations regardless of what Obligations remain unpaid.

Agent’s Discretion. 61 11.3 Setoff..................................................................................61 11.4 Rights and Remedies not Exclusive.......................................................61

Agent’s Discretion. Agent (acting with the consent of the Required Lenders or all Lenders to the extent required by Section 15.2(b)) shall have the right in its sole discretion to determine which rights, Liens, security interests or remedies Agent may at any time pursue, relinquish, subordinate, or modify or to take any other action with respect thereto and such determination will not in any way modify or affect any of Agent’s or Lenders’ rights hereunder; provided, however, that, in the absence of such direction, Agent may (but shall not be obligated or have any duty to) take such action, or refrain from taking such action, with respect to any Event of Default as it shall deem advisable and in the best interests of the Lenders and the Issuer and solely to the extent permitted hereunder or pursuant to the other Loan Documents; provided, further, that Agent shall not be obligated to follow any direction by Required Lenders if Agent reasonably determines that such direction is in conflict with any provisions hereunder or under any Applicable Law, and Agent shall not, under any circumstances, be liable to any Lenders, the Issuer, Borrower, the Guarantors or any other Person for following the direction of Required Lenders. At all times, if Agent acting at the direction of the Required ▇▇▇▇▇▇▇ advises the Lenders that it wishes to proceed in good faith with respect to any of its rights and remedies, each of the Lenders will cooperate in good faith with respect to such rights and remedies and will not unreasonably delay the enforcement of the security interests provided for herein.

Agent’s Discretion. 61 11.3 SETOFF. .......................................................................................61 11.4

Agent’s Discretion. Whenever pursuant to this Agreement or any other Loan Document the Agent exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to the Agent, the decision of the Agent 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 the Agent. Borrower acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, certain decisions to be made by the Agent under this Agreement may be subject to or determined by the further decision by the Lenders or a percentage of the Lenders.

Agent’s Discretion. 73 11.3 Setoff................................................73 11.4 Rights and Remedies not Exclusive.....................74 11.5 Allocation of Payments After Event of Default......................................74