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. (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 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 (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 and subject to the terms of subparagraph (b) above, Agent shall not, without the prior written consent of all Lenders: (i) enter into any written amendment to any of the Loan Documents; (ii) waive Borrower's compliance with the terms and conditions of the Loan Documents or any Event of Default hereunder or thereunder; (iii) consent to Borrower taking any action which, if taken, would constitute an Event of Default under this Agreement or under any of the Loan Documents; or (iv) release any Collateral other than Collateral which Borrower seeks to have released from the Agent's lien (for the benefit of Lenders) in the ordinary course of Borrower's business.
Appears in 1 contract
Consent of Banks. Any amendment or modification of this Credit Agreement or any other Loan Document, or waiver of any term or provision hereof or thereof, shall require the affirmative written consent of the Agent and the Requisite Banks; provided, notwithstanding anything herein to the contrary, the following shall require the affirmative written consent of the Agent and all of the Banks: (ai) Subject to this Section 9.15except as permitted under the terms of the Security Agreement, Agent shall have the sole and exclusive right to service, administer and monitor release of any part of the Loans and Collateral from the liens respectively created by the Loan Documents, including without limitation(ii) the termination, the right to exercise all rights, remedies, privileges and options under the cancellation or release of any Loan Documents.
, (biii) Notwithstanding anything the decrease in the interest rate(s) borne by the Advances, other than decreases in the interest rate(s) borne by the Advances by virtue of any decreases or changes in the Federal Funds Effective Rate as expressly contemplated herein, (iv) any reduction in the amount of the installments of principal due under this Credit Agreement or the Notes or in the aggregate principal amount of principal due thereunder, (v) any extension of the Termination Date or the due dates of any installments of principal of and/or accrued interest on the Notes, (vi) any change in the definition of the term Requisite Banks, (vii) any change in the amount or the calculation of the Non-Usage Fee or the Usage Fees, (viii) any change in the computation of (including any change in the definition of any term used in) the Warehouse Borrowing Base, or (ix) any amendment to Section 2.7 hereof or this Section 9.20 or any other section of this Credit Agreement that expressly requires the consent of all of the Banks. In addition to the contrary contained foregoing, and notwithstanding anything in subparagraph (a) abovethis Credit Agreement to the contrary, Agent no amendment, modification or waiver shall not, increase a Bank’s Warehouse Line Commitment without the prior written consent of all Lenders: (i) extend or renew the Current Term orCompany, any payment date under the Credit FacilityAgent and such Bank; provided, (ii) decrease any interest rate on however, the Credit Facility, (iii) compromise or settle all or a portion consent of the Obligations, (iv) release any obligor from other Banks shall not be required to implement an increase to the Obligations 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 (vii) increase the Maximum Credit Limit; provided however that Agent may increase the Maximum Credit Limit by first offering the amount of any Total Warehouse Line Commitment whether 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 on a temporary or permanent basis. Further, notwithstanding anything to the contrary contained in subparagraph this Section 9.20 or elsewhere in this Credit Agreement, (ay) above with the approval of the Requisite Banks, the Agent may temporarily waive or suspend one or more of this Credit Agreement’s eligibility requirements or conditions for a particular grouping of Loans to qualify as Eligible Collateral where their failure to so qualify is beyond the Company’s reasonable control and subject if the Agent and the Requisite Banks believe at the time of such temporary waiver or suspension that the factors which apparently caused such disqualification will be eliminated in a reasonably short time, and (z) in addition to the terms provisions of subparagraph the foregoing subclause (by) Agent may, in its sole discretion, warehouse or continue to warehouse Loans (“Discretionary Loans”) which would otherwise fail to qualify as Eligible Collateral or waive or temporarily suspend or delay any obligation of the Company hereunder in connection with such Discretionary Loans, including, without limitation, suspension of any mandatory prepayment due in connection with such Discretionary Loans, so long as the aggregate Advances outstanding at any one time against such Discretionary Loans shall not exceed Five Million Dollars ($5,000,000.00). Each Loan which the Agent warehouses or continues to warehouse as a particular type of Loan pursuant to subclause (y) or (z) above, Agent shall notshall, without for the prior written consent entire time such Loan is warehoused pursuant to such subclause, be treated as such particular type of Loan for all Lenders: (i) enter into any written amendment to any purposes under this Credit Agreement and each of the other Loan Documents; (ii) waive Borrower's compliance with the terms and conditions of the Loan Documents or any Event of Default hereunder or thereunder; (iii) consent to Borrower taking any action which, if taken, would constitute an Event of Default under this Agreement or under any of the Loan Documents; or (iv) release any Collateral other than Collateral which Borrower seeks to have released from the Agent's lien (for the benefit of Lenders) in the ordinary course of Borrower's business.
Appears in 1 contract
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 all 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 Borrower any Borrowers taking any action 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 other than Collateral which Borrower seeks 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 released from the given its consent thereto.
(f) Notwithstanding any other provision of this Section 9.15 and without impairing Agent's lien (for discretionary rights under Section 8, to the benefit extent that there occurs any redetermination of Lenders) which Collateral comprises a portion of the Borrowing Base which redetermination results in the ordinary course creation of Borroweran 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 businessprior written consent.
Appears in 1 contract
Consent of Banks. Any amendment or modification of this Credit Agreement or any other Loan Document, or waiver of any term or provision hereof or thereof, shall require the affirmative written consent of the Agent and the Requisite Banks; provided, notwithstanding anything herein to the contrary, the following shall require the affirmative written consent of the Agent and all of the Banks:
(ai) Subject to this Section 9.15except as permitted under the terms of the Security Agreement, Agent shall have the sole and exclusive right to service, administer and monitor release of any part of the Loans and Collateral from the liens respectively created by the Loan Documents, including without limitation(ii) the termination, the right to exercise all rights, remedies, privileges and options under the cancellation or release of any Loan Documents.
, (biii) Notwithstanding anything the decrease in the interest rate(s) borne by the Advances, other than decreases in the interest rate(s) borne by the Advances by virtue of any decreases or changes in the LIBOR as expressly contemplated herein, (iv) any reduction in the amount of the installments of principal due under this Credit Agreement or the Notes or in the aggregate principal amount of principal due thereunder, (v) any extension of the Termination Date or the due dates of any installments of principal of and/or accrued interest on the Notes, (vi) any change in the definition of the term Requisite Banks or any of the various advance sublimits, (vii) any change in the amount or the calculation of the Usage Fees or Non-Usage Fee, (viii) any change in the computation of (including any change in the definition of any term used in) the Warehouse Borrowing Base, or (ix) any amendment to Sections 2.7, 2.16, 9.15 and 9.18 hereof or this Section 9.20 or any other section of this Credit Agreement that expressly requires the consent of all of the Banks. In addition to the contrary contained foregoing, and notwithstanding anything in subparagraph (a) abovethis Credit Agreement to the contrary, Agent no amendment, modification or waiver shall not, increase a Bank's Warehouse Line Commitment without the prior written consent of all Lenders: (i) extend or renew the Current Term orCompany, any payment date under the Credit FacilityAgent and such Bank; provided, (ii) decrease any interest rate on however, the Credit Facility, (iii) compromise or settle all or a portion consent of the Obligations, (iv) release any obligor from other Banks shall not be required to implement an increase to the Obligations 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 (vii) increase the Maximum Credit Limit; provided however that Agent may increase the Maximum Credit Limit by first offering the amount of any Total Warehouse Line Commitment whether 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 on a temporary or permanent basis. Further, notwithstanding anything to the contrary contained in subparagraph this Section 9.20 or elsewhere in this Credit Agreement, (ay) above with the approval of the Requisite Banks, the Agent may temporarily waive or suspend one or more of this Credit Agreement's eligibility requirements or conditions for a particular grouping of Loans to qualify as Eligible Collateral where their failure to so qualify is beyond the Company's reasonable control and subject if the Agent and the Requisite Banks believe at the time of such temporary waiver or suspension that the factors which apparently caused such disqualification will be eliminated in a reasonably short time, and (z) in addition to the terms provisions of subparagraph the foregoing subclause (by) aboveAgent may, Agent shall notin its sole discretion, warehouse or continue to warehouse Loans ("Discretionary Loans") which would otherwise fail to qualify as Eligible Collateral or waive or temporarily suspend or delay any obligation of the Company hereunder in connection with such Discretionary Loans, including, without limitation, suspension of any mandatory prepayment due in connection with such Discretionary Loans, so long as the prior written consent of all Lenders: aggregate Advances outstanding at any one time against such Discretionary Loans shall not exceed Five Million Dollars (i) enter into any written amendment to any of the Loan Documents; (ii) waive Borrower's compliance with the terms and conditions of the Loan Documents or any Event of Default hereunder or thereunder; (iii) consent to Borrower taking any action which, if taken, would constitute an Event of Default under this Agreement or under any of the Loan Documents; or (iv) release any Collateral other than Collateral which Borrower seeks to have released from the Agent's lien (for the benefit of Lenders) in the ordinary course of Borrower's business$5,000,000.
Appears in 1 contract
Samples: Warehousing Credit Agreement (United Financial Mortgage Corp)
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, provided, however, the 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 shall be jointly 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 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 (vii) increase the Maximum Credit Limit; 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 all Lendersthe other: (i) enter into any written amendment to any of the Loan Documents; (ii) waive Borrower's compliance with the terms and conditions of the Loan Documents or any Event of Default hereunder or thereunder; (iii) consent to Borrower taking any action which, if taken, would constitute an Event of Default under this Agreement or under any of the Loan Documents; or (iv) release any Collateral other than Collateral which Borrower seeks to have released from the Agent's lien (for the benefit of Lenders) in the ordinary course of Borrower'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 Borrower or to collect the Obligations, or defending any and all actions brought by 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, if Agent or Co-Agent or any Lender fails to notify such Person, in writing, of its consent or dissent to any request of Agent or Co-Agent hereunder within seven (7) Business Days of such Person's actual receipt of such request, the Person whose consent is sought, shall be deemed to have given its consent thereto.
(f) No provision in Section 9 of this Agreement may be amended without Agent's prior written consent.
Appears in 1 contract
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.
(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 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 (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 and subject to the terms of subparagraph (b) above, Agent shall not, without the prior written consent of all Lenders: (i) enter into any written amendment to any of the Loan Documents; (ii) waive Borrower's compliance with the terms and conditions of the Loan Documents or any Event of Default hereunder or thereunder; (iii) consent to Borrower taking any action which, if taken, would constitute an Event of Default under this Agreement or under any of the Loan Documents; or (iv) release any Collateral other than Collateral which Borrower seeks to have released from the Agent's lien (for the benefit of Lenders) in the ordinary course of Borrower'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 Borrower or to collect the Obligations, or defending any and all actions brought by 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, if Agent or any Lender fails to notify such Person, in writing, of its consent or dissent to any request of Agent hereunder within seven (7) Business Days of such Person's actual receipt of such request, the Person whose consent is sought, shall be deemed to have given its consent thereto.
(f) No provision in Section 9 of this Agreement may be amended without Agent's prior written consent.
Appears in 1 contract
Consent of Banks. (a) Subject to this Section 9.15the 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 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 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 the definition of SuperMajority Lenders or Majority Lenders, 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 and subject to the terms of subparagraph (b) above, Agent shall not, without the prior written consent of all the SuperMajority Lenders: :
(i) enter into any written amendment to any of the Loan Documents; (ii) waive Borrower's compliance with the terms and conditions of the Loan Documents or any Event of Default hereunder or thereunder; or (iii) consent to Borrower taking any action which, if taken, would constitute an Event of Default under this Agreement or under any of the Loan Documents.
(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 Borrowers or to collect the Obligations, or defending any and all actions brought by Borrowers or other Person; or incurring Expenses or otherwise making expenditures to protect the Loans, the Collateral or Lenders' rights or remedies.
(ive) release To the extent Agent is required to obtain or otherwise elects to seek the consent of Lenders to an action Agent desires to take, if any Collateral other than Collateral which Borrower seeks Lender fails to notify Agent, in writing, of its consent or dissent to any request of Agent hereunder within seven (7) Business Days of such Lender's receipt of such request, such Lender shall be deemed to have released from the given its consent thereto.
(f) No provision in Section 9 of this Agreement may be amended without Agent's lien (for the benefit of Lenders) in the ordinary course of Borrower's businessprior written consent.
Appears in 1 contract
Samples: Loan and Security Agreement (Capital Associates Inc)
Consent of Banks. Any amendment or modification of this Credit Agreement or any other Loan Document, or waiver of any term or provision hereof or thereof, shall require the affirmative written consent of the Agent and the Requisite Banks; provided, notwithstanding anything herein to the contrary, the following shall require the affirmative written consent of the Agent and all of the Banks:
(ai) Subject to this Section 9.15except as permitted under the terms of the Security Agreement, Agent shall have the sole and exclusive right to service, administer and monitor release of any part of the Loans and Collateral from the liens respectively created by the Loan Documents, including without limitation(ii) the termination, the right to exercise all rights, remedies, privileges and options under the cancellation or release of any Loan Documents.
, (biii) Notwithstanding anything the decrease in the interest rate(s) borne by the Advances, other than decreases in the interest rate(s) borne by the Advances by virtue of any decreases or changes in the LIBOR as expressly contemplated herein, (iv) any reduction in the amount of the installments of principal due under this Credit Agreement or the Notes or in the aggregate principal amount of principal due thereunder, (v) any extension of the Termination Date or the due dates of any installments of principal of and/or accrued interest on the Notes, (vi) any change in the definition of the term Requisite Banks or any of the various advance sublimits, (vii) any change in the amount or the calculation of the Usage Fees or Non-Usage Fee, (viii) any change in the computation of (including any change in the definition of any term used in) the Warehouse Borrowing Base, or (ix) any amendment to SECTIONS 2.7, 2.16, 9.15 AND 9.18 hereof or this SECTION 9.20 or any other section of this Credit Agreement that expressly requires the consent of all of the Banks. In addition to the contrary contained foregoing, and notwithstanding anything in subparagraph (a) abovethis Credit Agreement to the contrary, Agent no amendment, modification or waiver shall not, increase a Bank's Warehouse Line Commitment without the prior written consent of all Lenders: (i) extend or renew the Current Term orCompany, any payment date under the Credit FacilityAgent and such Bank; provided, (ii) decrease any interest rate on however, the Credit Facility, (iii) compromise or settle all or a portion consent of the Obligations, (iv) release any obligor from other Banks shall not be required to implement an increase to the Obligations 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 (vii) increase the Maximum Credit Limit; provided however that Agent may increase the Maximum Credit Limit by first offering the amount of any Total Warehouse Line Commitment whether 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 on a temporary or permanent basis. Further, notwithstanding anything to the contrary contained in subparagraph this SECTION 9.20 or elsewhere in this Credit Agreement, (ay) above with the approval of the Requisite Banks, the Agent may temporarily waive or suspend one or more of this Credit Agreement's eligibility requirements or conditions for a particular grouping of Loans to qualify as Eligible Collateral where their failure to so qualify is beyond the Company's reasonable control and subject if the Agent and the Requisite Banks believe at the time of such temporary waiver or suspension that the factors which apparently caused such disqualification will be eliminated in a reasonably short time, and (z) in addition to the terms provisions of subparagraph the foregoing subclause (by) aboveAgent may, Agent shall notin its sole discretion, warehouse or continue to warehouse Loans ("Discretionary Loans") which would otherwise fail to qualify as Eligible Collateral or waive or temporarily suspend or delay any obligation of the Company hereunder in connection with such Discretionary Loans, including, without limitation, suspension of any mandatory prepayment due in connection with such Discretionary Loans, so long as the prior written consent of all Lenders: (i) enter into aggregate Advances outstanding at any written amendment to any of the Loan Documents; (ii) waive Borrower's compliance with the terms and conditions of the Loan Documents or any Event of Default hereunder or thereunder; (iii) consent to Borrower taking any action which, if taken, would constitute an Event of Default under this Agreement or under any of the Loan Documents; or (iv) release any Collateral other than Collateral which Borrower seeks to have released from the Agent's lien (for the benefit of Lenders) in the ordinary course of Borrower's business.one time against such Discretionary Loans shall not exceed Five Million
Appears in 1 contract
Samples: Warehousing Credit Agreement (United Financial Mortgage Corp)
Consent of Banks. Any amendment or modification of this Credit Agreement or any other Loan Document, or waiver of any term, provision or requirement hereof or thereof, shall require the affirmative written consent of the Agent and the Requisite Banks; provided, notwithstanding anything herein to the contrary, the following shall require the affirmative written consent of the Agent and all of the Banks:
(ai) Subject to this Section 9.15except as permitted under the terms of the Security Agreement, Agent shall have the sole and exclusive right to service, administer and monitor release of any part of the Loans and Collateral from the liens respectively created by the Loan Documents, including without limitation(ii) the termination, the right to exercise all rights, remedies, privileges and options under the cancellation or release of any Loan Documents.
, (biii) Notwithstanding anything the decrease in the interest rate(s) borne by the Advances, other than decreases in the interest rate(s) borne by the Advances by virtue of any decreases or changes in the LIBOR as expressly contemplated herein, (iv) any reduction in the amount of the installments of principal due under this Credit Agreement or the Notes or in the aggregate principal amount of principal due thereunder, (v) any extension of the Termination Date or the due dates of any installments of principal of and/or accrued interest on the Notes, (vi) any change in the definition of the term Requisite Banks or any of the various advance sublimits, (vii) any change in the amount or the calculation of the Usage Fees or Non-Usage Fee, (viii) any change in the computation of (including any change in the definition of any term used in) the Warehouse Borrowing Base, or (ix) any amendment to SECTIONS 2.7, 2.16, 9.15 AND 9.18 hereof or this SECTION 9.20 or any other section of this Credit Agreement that expressly requires the consent of all of the Banks. In addition to the contrary contained foregoing, and notwithstanding anything in subparagraph (a) abovethis Credit Agreement to the contrary, Agent no amendment, modification or waiver shall not, increase a Bank's Warehouse Line Commitment without the prior written consent of all Lenders: (i) extend or renew the Current Term orCompany, any payment date under the Credit FacilityAgent and such Bank; provided, (ii) decrease any interest rate on however, the Credit Facility, (iii) compromise or settle all or a portion consent of the Obligations, (iv) release any obligor from other Banks shall not be required to implement an increase to the Obligations 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 (vii) increase the Maximum Credit Limit; provided however that Agent may increase the Maximum Credit Limit by first offering the amount of any Total Warehouse Line Commitment whether 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 modificationon a temporary or permanent basis.
(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 all Lenders: (i) enter into any written amendment to any of the Loan Documents; (ii) waive Borrower's compliance with the terms and conditions of the Loan Documents or any Event of Default hereunder or thereunder; (iii) consent to Borrower taking any action which, if taken, would constitute an Event of Default under this Agreement or under any of the Loan Documents; or (iv) release any Collateral other than Collateral which Borrower seeks to have released from the Agent's lien (for the benefit of Lenders) in the ordinary course of Borrower's business.
Appears in 1 contract
Samples: Warehousing Credit Agreement (United Financial Mortgage Corp)
