Common use of Consent of Banks Clause in Contracts

Consent of Banks. (a) Agent shall have the sole and exclusive right to service, administer and monitor the Loans and the Loan Documents, including without limitation, the right to exercise all rights, remedies, privileges and options under the Loan Documents, including without limitation the making of Advances and the determination as to the basis on which and extent to which Advances may be made. (b) Notwithstanding anything to the contrary contained in subparagraph (a) above, Agent shall not, without the prior written consent of all Lenders: (i) extend or renew the Current Term or, any payment date under the Credit Facility, (ii) decrease any interest rate on the Credit Facility, (iii) compromise or settle all or a portion of the Obligations, (iv) release any obligor from the Obligations (including without limitation, the Surety) except in connection with termination of the Credit Facility and full payment and satisfaction of all Obligations, (v) increase the Borrowing Base advance rate, (vi) modify Section 9.15(b) or (c) or Sections 3.8 or 3.9, or (vii) increase the Maximum Credit Limit; provided, however, that Agent may increase the Maximum Credit Limit by first offering the amount of any such increase to each of the Lenders in accordance with their respective Pro Rata Percentage. To the extent any Lender(s) may choose not to increase its/their respective Pro Rata Shares by the amount attributable to its/their Pro Rata Percentage of such increase, such amount will be offered to the other Lenders on such sharing basis as Agent may reasonably establish. After each Lender choosing to increase its Pro Rata Share has agreed to do so, and in conjunction with the modification of this Agreement to reflect such increase executed by those Lenders sharing in the increase of the Credit Facility, the Lenders' Pro Rata Percentages will be adjusted accordingly and all Lenders (whether or not sharing in such increase) shall be bound by such modification. (c) Notwithstanding anything to the contrary contained in subparagraph (a) above, Agent shall not, without the prior written consent of the Majority Lenders: (i) enter into any written amendment to any of the Loan Documents; (ii) waive any Borrower's compliance with the terms and conditions of the Loan Documents or any Event of Default hereunder or thereunder; (iii) consent to any Borrowers taking any actions which, if taken, would constitute an Event of Default under this Agreement or under any of the Loan Documents; or (iv) take any action to release Collateral in conjunction with Section 3.8 if any of the conditions enumerated therein are not strictly satisfied. (d) After an acceleration of the Obligations, Agent shall have the sole and exclusive right, with communication (to the extent reasonably practicable under the circumstances) with all Lenders, to exercise or refrain from exercising any and all rights, remedies, privileges and options under the Loan Documents and available at law or in equity to protect and enforce the rights of the Lenders and collect the Obligations, including, without limitation, instituting and pursuing all legal actions against any Borrower or to collect the Obligations, or defending any and all actions brought by any Borrower or other Person; or incurring Expenses or otherwise making expenditures to protect the Loans, the Collateral or Lenders' rights or remedies. (e) To the extent Agent is required to obtain or otherwise elects to seek the consent of Lenders to an action Agent desires to take (except with respect to renewal of the Credit Facility), if any Lender fails to notify Agent, in writing, of its consent or dissent to any request of Agent hereunder within ten (10) Business Days of such Lender's receipt of such request, such Lender shall be deemed to have given its consent thereto. (f) Notwithstanding any other provision of this Section 9.15 and without impairing Agent's discretionary rights under Section 8, to the extent that there occurs any redetermination of which Collateral comprises a portion of the Borrowing Base which redetermination results in the creation of an Overadvance, Agent shall, in its sole discretion, without right of disapproval by Lenders, be entitled to permit Borrowers a period not to exceed thirty (30) days to repay or remove such Overadvance. During such thirty (30) day period, the amount of Loans constituting such Overadvance shall be excluded in the determination of whether availability exists within the Borrowing Base for future Advances. (g) No provision in Section 9 of this Agreement may be amended without Agent's prior written consent.

Consent of Banks. (a) Subject to the terms hereof, Agent shall have the sole and exclusive right to service, administer and monitor the Loans and the Loan Documents, including without limitation, the right to exercise all rights, remedies, privileges and options under the Loan Documents, including without limitation the making of Advances and the determination as to the basis on which and extent to which which, Advances may be made. (b) Notwithstanding anything to the contrary contained in subparagraph (a) above, Agent shall not, without the prior written consent of all Lenders: (i) extend or renew the Current Term or, any payment date under the Credit Facility, (ii) decrease any interest rate on the Credit Facility, (iii) compromise or settle all or a portion of the Obligations, (iv) release any obligor from the Obligations (including without limitation, the Surety) except in connection with termination of the Credit Facility and full payment and satisfaction of all Obligations, (v) increase the Borrowing Base advance rate, (vi) modify Section 9.15(b) or (c) or Sections 3.8 the definition of SuperMajority Lenders or 3.9Majority Lenders, or (vii) increase the Maximum Credit Limit; provided, however, provided however that Agent may increase the Maximum Credit Limit by first offering the amount of any such increase to each of the Lenders in accordance with their respective Pro Rata Percentage. To the extent any Lender(s) may choose not to increase its/their respective Pro Rata Shares by the amount attributable to its/their Pro Rata Percentage of such increase, such amount will be offered to the other Lenders on such sharing basis as Agent may reasonably establish. After each Lender choosing to increase its Pro Rata Share has agreed to do so, and in conjunction with the modification of this Agreement to reflect such increase executed by those Lenders sharing in the increase of the Credit Facility, the Lenders' Pro Rata Percentages will be adjusted accordingly and all Lenders (whether or not sharing in such increase) shall be bound by such modification. (c) Notwithstanding anything to the contrary contained in subparagraph (a) above, Agent shall not, without the prior written consent of the Majority SuperMajority Lenders: (i) enter into any written amendment to any of the Loan Documents; (ii) waive any Borrower's compliance with the terms and conditions of the Loan Documents or any Event of Default hereunder or thereunder; or (iii) consent to any Borrowers Borrower taking any actions action which, if taken, would constitute an Event of Default under this Agreement or under any of the Loan Documents; or (iv) take any action to release Collateral in conjunction with Section 3.8 if any of the conditions enumerated therein are not strictly satisfied. (d) After an acceleration of the Obligations, Agent shall have the sole and exclusive right, with communication (to the extent reasonably practicable under the circumstances) with all Lenders, to exercise or refrain from exercising any and all rights, remedies, privileges and options under the Loan Documents and available at law or in equity to protect and enforce the rights of the Lenders and collect the Obligations, including, without limitation, instituting and pursuing all legal actions against any Borrower Borrowers or to collect the Obligations, or defending any and all actions brought by any Borrower Borrowers or other Person; or incurring Expenses or otherwise making expenditures to protect the Loans, the Collateral or Lenders' rights or remedies. (e) To the extent Agent is required to obtain or otherwise elects to seek the consent of Lenders to an action Agent desires to take (except with respect to renewal of the Credit Facility)take, if any Lender fails to notify Agent, in writing, of its consent or dissent to any request of Agent hereunder within ten seven (107) Business Days of such Lender's receipt of such request, such Lender shall be deemed to have given its consent thereto. (f) Notwithstanding any other provision of this Section 9.15 and without impairing Agent's discretionary rights under Section 8, to the extent that there occurs any redetermination of which Collateral comprises a portion of the Borrowing Base which redetermination results in the creation of an Overadvance, Agent shall, in its sole discretion, without right of disapproval by Lenders, be entitled to permit Borrowers a period not to exceed thirty (30) days to repay or remove such Overadvance. During such thirty (30) day period, the amount of Loans constituting such Overadvance shall be excluded in the determination of whether availability exists within the Borrowing Base for future Advances. (g) No provision in Section 9 of this Agreement may be amended without Agent's prior written consent.

Consent of Banks. (a) Subject to this Section 9.15, Agent shall have the sole and exclusive right to service, administer and monitor the Loans and the Loan Documents, including without limitation, the right to exercise all rights, remedies, privileges and options under the Loan Documents, including without limitation provided, however, the making of determination as to whether Advances should be made under this Agreement and the determination as to the basis on which and extent to which Advances may shall be madejointly made by Agent and Co-Agent. (b) Notwithstanding anything to the contrary contained in subparagraph (a) above, Agent and Co-Agent shall not, without the prior written consent of all Lenders: (i) extend or renew the Current Term or, any payment date under the Credit Facility, (ii) decrease any interest rate on the Credit Facility, (iii) compromise or settle all or a portion of the Obligations, (iv) release any obligor from the Obligations (including without limitation, the Surety) except in connection with termination of the Credit Facility and full payment and satisfaction of all Obligations, (v) increase the Borrowing Base advance rate, (vi) modify Section 9.15(b) or (c) or Sections 3.8 or 3.9), or (vii) increase the Maximum Credit Limit; provided, however, provided however that Agent and Co- Agent may increase the Maximum Credit Limit by first offering the amount of any such increase to each of the Lenders in accordance with their respective Pro Rata Percentage. To the extent any Lender(s) may choose not to increase its/their respective Pro Rata Shares by the amount attributable to its/their Pro Rata Percentage of such increase, such amount will be offered to the other Lenders on such sharing basis as Agent and Co-Agent may reasonably establish. After each Lender choosing to increase its Pro Rata Share has agreed to do so, and in conjunction with the modification of this Agreement to reflect such increase executed by those Lenders sharing in the increase of the Credit Facility, the Lenders' Pro Rata Percentages will be adjusted accordingly and all Lenders (whether or not sharing in such increase) shall be bound by such modification. (c) Notwithstanding anything to the contrary contained in subparagraph (a) above and subject to the terms of subparagraph (b) above, neither Agent shall notnor Co-Agent shall, without the prior written consent of the Majority Lenders: other: (i) enter into any written amendment to any of the Loan Documents; (ii) waive any Borrower's compliance with the terms and conditions of the Loan Documents or any Event of Default hereunder or thereunder; (iii) consent to any Borrowers Borrower taking any actions action which, if taken, would constitute an Event of Default under this Agreement or under any of the Loan Documents; or (iv) take release any action Collateral other than Collateral which Borrower seeks to release Collateral have released from the Agent's lien (for the benefit of Lenders) in conjunction with Section 3.8 if any the ordinary course of the conditions enumerated therein are not strictly satisfiedBorrower's business. (d) After an acceleration of the Obligations, Agent and Co-Agent shall have the sole and exclusive right, with communication (to the extent reasonably practicable under the circumstances) with all Lenders, to exercise or refrain from exercising any and all rights, remedies, privileges and options under the Loan Documents and available at law or in equity to protect and enforce the rights of the Lenders and collect the Obligations, including, without limitation, instituting and pursuing all legal actions against any Borrower or to collect the Obligations, or defending any and all actions brought by any Borrower or other Person; or incurring Expenses or otherwise making expenditures to protect the Loans, the Collateral or Lenders' rights or remedies. (e) To the extent Agent or Co-Agent is required to obtain or otherwise elects to seek the consent of the other or Lenders to an action Agent or Co-Agent desires to take (except with respect to renewal of the Credit Facility)take, if Agent or Co-Agent or any Lender fails to notify Agentsuch Person, in writing, of its consent or dissent to any request of Agent or Co-Agent hereunder within ten seven (107) Business Days of such LenderPerson's actual receipt of such request, such Lender the Person whose consent is sought, shall be deemed to have given its consent thereto. (f) Notwithstanding any other provision of this Section 9.15 and without impairing Agent's discretionary rights under Section 8, to the extent that there occurs any redetermination of which Collateral comprises a portion of the Borrowing Base which redetermination results in the creation of an Overadvance, Agent shall, in its sole discretion, without right of disapproval by Lenders, be entitled to permit Borrowers a period not to exceed thirty (30) days to repay or remove such Overadvance. During such thirty (30) day period, the amount of Loans constituting such Overadvance shall be excluded in the determination of whether availability exists within the Borrowing Base for future Advances. (g) No provision in Section 9 of this Agreement may be amended without Agent's prior written consent.

Consent of Banks. (a) Subject to this Section 9.15, Agent shall have the sole and exclusive right to service, administer and monitor the Loans and the Loan Documents, including without limitation, the right to exercise all rights, remedies, privileges and options under the Loan Documents, including without limitation the making of Advances and the determination as to the basis on which and extent to which Advances may be made. (b) Notwithstanding anything to the contrary contained in subparagraph (a) above, Agent shall not, without the prior written consent of all Lenders: (i) extend or renew the Current Term or, any payment date under the Credit Facility, (ii) decrease any interest rate on the Credit Facility, (iii) compromise or settle all or a portion of the Obligations, (iv) release any obligor from the Obligations (including without limitation, the Surety) except in connection with termination of the Credit Facility and full payment and satisfaction of all Obligations, (v) increase the Borrowing Base advance rate, (vi) modify Section 9.15(b) or (c) or Sections 3.8 or 3.9), or (vii) increase the Maximum Credit Limit; provided, however, provided however that Agent may increase the Maximum Credit Limit by first offering the amount of any such increase to each of the Lenders in accordance with their respective Pro Rata Percentage. To the extent any Lender(s) may choose not to increase its/their respective Pro Rata Shares by the amount attributable to its/their Pro Rata Percentage of such increase, such amount will be offered to the other Lenders on such sharing basis as Agent may reasonably establish. After each Lender choosing to increase its Pro Rata Share has agreed to do so, and in conjunction with the modification of this Agreement to reflect such increase executed by those Lenders sharing in the increase of the Credit Facility, the Lenders' Pro Rata Percentages will be adjusted accordingly and all Lenders (whether or not sharing in such increase) shall be bound by such modification. (c) Notwithstanding anything to the contrary contained in subparagraph (a) above and subject to the terms of subparagraph (b) above, Agent shall not, without the prior written consent of the Majority all Lenders: : (i) enter into any written amendment to any of the Loan Documents; (ii) waive any Borrower's compliance with the terms and conditions of the Loan Documents or any Event of Default hereunder or thereunder; (iii) consent to any Borrowers Borrower taking any actions action which, if taken, would constitute an Event of Default under this Agreement or under any of the Loan Documents; or (iv) take release any action Collateral other than Collateral which Borrower seeks to release Collateral have released from the Agent's lien (for the benefit of Lenders) in conjunction with Section 3.8 if any the ordinary course of the conditions enumerated therein are not strictly satisfiedBorrower's business. (d) After an acceleration of the Obligations, Agent shall have the sole and exclusive right, with communication (to the extent reasonably practicable under the circumstances) with all Lenders, to exercise or refrain from exercising any and all rights, remedies, privileges and options under the Loan Documents and available at law or in equity to protect and enforce the rights of the Lenders and collect the Obligations, including, without limitation, instituting and pursuing all legal actions against any Borrower or to collect the Obligations, or defending any and all actions brought by any Borrower or other Person; or incurring Expenses or otherwise making expenditures to protect the Loans, the Collateral or Lenders' rights or remedies. (e) To the extent Agent is required to obtain or otherwise elects to seek the consent of the other or Lenders to an action Agent desires to take (except with respect to renewal of the Credit Facility)take, if Agent or any Lender fails to notify Agentsuch Person, in writing, of its consent or dissent to any request of Agent hereunder within ten seven (107) Business Days of such LenderPerson's actual receipt of such request, such Lender the Person whose consent is sought, shall be deemed to have given its consent thereto. (f) Notwithstanding any other provision of this Section 9.15 and without impairing Agent's discretionary rights under Section 8, to the extent that there occurs any redetermination of which Collateral comprises a portion of the Borrowing Base which redetermination results in the creation of an Overadvance, Agent shall, in its sole discretion, without right of disapproval by Lenders, be entitled to permit Borrowers a period not to exceed thirty (30) days to repay or remove such Overadvance. During such thirty (30) day period, the amount of Loans constituting such Overadvance shall be excluded in the determination of whether availability exists within the Borrowing Base for future Advances. (g) No provision in Section 9 of this Agreement may be amended without Agent's prior written consent.

Consent of Banks. (a) Subject to this Section 9.15, Agent shall have the sole and exclusive right to service, administer and monitor the Loans and the Loan Documents, including without limitation, the right to exercise all rights, remedies, privileges and options under the Loan Documents, including without limitation the making of Advances and the determination as to the basis on which and extent to which Advances may be made. (b) Notwithstanding anything to the contrary contained in subparagraph (a) above, Agent shall not, without the prior written consent of all Lenders: (i) extend or renew the Current Term or, any payment date under the Credit Facility, (ii) decrease any interest rate on the Credit Facility, (iii) compromise or settle all or a portion of the Obligations, (iv) release any obligor from the Obligations (including without limitation, the Surety) except in connection with termination of the Credit Facility and full payment and satisfaction of all Obligations, (v) increase the Borrowing Base advance rate, (vi) modify Section 9.15(b) or (c) or Sections 3.8 or 3.9), or (vii) increase the Maximum Credit Limit; provided, however, provided however that Agent may increase the Maximum Credit Limit by first offering the amount of any such increase to each of the Lenders in accordance with their respective Pro Rata Percentage. To the extent any Lender(s) may choose not to increase its/their respective Pro Rata Shares by the amount attributable to its/their Pro Rata Percentage of such increase, such amount will be offered to the other Lenders on such sharing basis as Agent may reasonably establish. After each Lender choosing to increase its Pro Rata Share has agreed to do so, and in conjunction with the modification of this Agreement to reflect such increase executed by those Lenders sharing in the increase of the Credit Facility, the Lenders' Pro Rata Percentages will be adjusted accordingly and all Lenders (whether or not sharing in such increase) shall be bound by such modification. (c) Notwithstanding anything to the contrary contained in subparagraph (a) above and subject to the terms of subparagraph (b) above, Agent shall not, without the prior written consent of the Majority all Lenders: : (i) enter into any written amendment to any of the Loan Documents; (ii) waive any Borrower's compliance with the terms and conditions of the Loan Documents or any Event of Default hereunder or thereunder; (iii) consent to any Borrowers Borrower taking any actions action which, if taken, would constitute an Event of Default under this Agreement or under any of the Loan Documents; or (iv) take release any action to release Collateral in conjunction with Section 3.8 if any of the conditions enumerated therein are not strictly satisfied. (d) After an acceleration of the Obligations, Agent shall have the sole and exclusive right, with communication (to the extent reasonably practicable under the circumstances) with all Lenders, to exercise or refrain from exercising any and all rights, remedies, privileges and options under the Loan Documents and available at law or in equity to protect and enforce the rights of the Lenders and collect the Obligations, including, without limitation, instituting and pursuing all legal actions against any other than Collateral which Borrower or to collect the Obligations, or defending any and all actions brought by any Borrower or other Person; or incurring Expenses or otherwise making expenditures to protect the Loans, the Collateral or Lenders' rights or remedies. (e) To the extent Agent is required to obtain or otherwise elects to seek the consent of Lenders to an action Agent desires to take (except with respect to renewal of the Credit Facility), if any Lender fails to notify Agent, in writing, of its consent or dissent to any request of Agent hereunder within ten (10) Business Days of such Lender's receipt of such request, such Lender shall be deemed seeks to have given its consent thereto. (f) Notwithstanding any other provision of this Section 9.15 and without impairing released from the Agent's discretionary rights under Section 8, to lien (for the extent that there occurs any redetermination benefit of which Collateral comprises a portion of the Borrowing Base which redetermination results Lenders) in the creation ordinary course of an Overadvance, Agent shall, in its sole discretion, without right of disapproval by Lenders, be entitled to permit Borrowers a period not to exceed thirty (30) days to repay or remove such Overadvance. During such thirty (30) day period, the amount of Loans constituting such Overadvance shall be excluded in the determination of whether availability exists within the Borrowing Base for future AdvancesBorrower's business. (g) No provision in Section 9 of this Agreement may be amended without Agent's prior written consent.