Requests for Consents Sample Clauses

Requests for Consents. (a) In the event that the Collateral Agent, the Trustee or the Note Administrator receives written notice of any offer or any request for any waiver, consent, amendment or other modification, or any other event or action to be taken in respect to a Mortgage Asset Document or a Mortgage Asset (regardless of whether or not the contemplated action in such notice constitutes a Major Modification), the Collateral Agent, Trustee or Note Administrator, as applicable, shall promptly forward such notice to the Issuer, the Servicer and the Class A Lender. The Issuer shall determine whether the contemplated action in such notice constitutes a Major Modification. In the event the contemplated action does not constitute a Major Modification, the Issuer may take such action without the consent of the Class A Lender. In the event the contemplated action does constitute a Major Modification, then the Issuer shall take such actions as contemplated in Section 6.16(b). (b) The Issuer shall (i) promptly send the Class A Lender a notice of any proposed Major Modification (unless the Class A Lender has already received such notice pursuant to Section 6.16(a) above), and (ii) obtain the consent of the Class A Lender prior to making or refraining from making any Major Modification or providing or denying any waiver or consent with regard to a Major Modification in its sole but good faith discretion; provided that in connection with any proposal for a Major Modification, the Class A Lender may negotiate in good faith for a portion of the principal of the Class A Loan to be prepaid as a condition to its consent to such Major Modification. If the Class A Lender Representative objects to such proposed Major Modification, it must object in writing to Issuer within five (5) Business Days after receipt of notice described above. In the event that the Class A Lender fails to object in writing within such period, the Class A Lender shall be deemed to have rejected such proposed Major Modification. In the event the Class A Loan is no longer outstanding, the Issuer may take such action with respect to any Major Modification. (c) The Class A Lender shall have no duty or liability to the other Debtholders for any action taken, or for refraining from the taking of any action or the giving of any consent or failure to give any consent pursuant to this Indenture and Credit Agreement or any such error in judgment. By its acceptance of any Debt, each Debtholder shall be deemed to have confirmed it...

Requests for Consents. In the event that the Trustee and Note Administrator receives written notice of any offer or any request for a waiver, consent, amendment or other modification with respect to any Collateral Interest (before or after any default) or in the event any action is required to be taken in respect to a Loan Document, the Note Administrator shall promptly forward such notice to the Issuer, the Servicer and the Special Servicer. The Special Servicer shall take such action as required under the Servicing Agreement as described in Section 10.10(f) of this Indenture.

Requests for Consents. The Vendors will use their commercially reasonable efforts to obtain, or cause to be obtained, prior to Closing, the consents, approvals, agreements, Authorizations and waivers described in Section 3.1(5) of the Vendor Disclosure Letter, as well as the execution and delivery of all required Assignment Agreements and other transfer documentation contemplated herein by each of the parties thereto other than the Purchasers. The Purchasers will cooperate in obtaining such consents, approvals, agreements, Authorizations and waivers, including providing information of the Purchasers as is reasonably requested by a third party in order to grant its consent, approval or waiver.

Requests for Consents. The Vendors and the Purchaser will use all reasonable efforts to obtain, prior to Closing: (a) all consents and approvals necessary for the assignment of the Vendor's interest in the Contracts, the Permits and Licenses and the Surety Bonds to the Purchaser; or (b) if applicable, the re-issuance of any one or more of the Contracts, Permits and Licenses and Surety Bonds in the name of the Purchaser or its nominee or nominees, and the Vendors will not, except as presently contemplated by the terms thereof or with the prior written consent of the Purchaser, agree to any amendment or variation to the terms of such Contracts, Permits and Licenses or Surety Bonds in connection with, or as a condition of, such assignment or re-issuance.

Requests for Consents. In the event that the Trustee receives written notice of any proposed amendment, consent or waiver under the Underlying Instruments of any Collateral Interest (before or after any default) or in the event any action is required to be taken in respect to an Underlying Instrument, the Trustee shall promptly contact the Issuer and the Master Servicer (or, with respect to any Collateral Interest that is a Specially Serviced Collateral Interest, the Special Servicer). The Master Servicer (or Special Servicer with respect to any Specially Serviced Collateral Interest) shall instruct the Trustee in accordance with the terms of, and subject to any required consent and consultation obligations set forth in, the Servicing Agreement. The Trustee shall, with respect to a Collateral Interest as to which a consent or waiver under the Underlying Instruments of such Collateral Interest (before or after any default) has been proposed or with respect to action required to be taken in respect of an Underlying Instrument, give consent, grant a waiver, vote or exercise any or all other rights or remedies with respect to any such Collateral Interest in accordance with such direction. In the absence of any instruction from the Master Servicer or Special Servicer, as applicable, the Trustee shall not engage in any vote or take any action with respect to such a Collateral Interest.

Requests for Consents. In the event that the Trustee receives written notice of any proposed amendment, consent or waiver under the Loan Documents of any Mortgage Loan (before or after any default) or in the event any action is required to be taken in respect to a Loan Document, the Trustee shall promptly forward such notice to the Issuer and the Collateral Manager. The Collateral Manager may, on behalf of the Issuer, give consent, grant a waiver, vote or exercise any or all other rights or remedies with respect to any such Mortgage Loan in accordance with an Issuer Order.

Requests for Consents. From the date hereof and for a period of ninety (90) days following the Closing Date, Seller shall use commercially reasonable efforts to obtain consents from third parties with respect to the assignment to Purchaser of all Excluded Contracts. Purchaser shall cooperate with Seller in obtaining such consents. The parties acknowledge that there is no guarantee that Seller will be able to obtain the consents necessary for the assignment of all the Excluded Contracts, and failure to obtain all the necessary consents shall in no event be deemed a breach by Seller. Any Excluded Contract that has been assigned to Purchaser shall cease to be an Excluded Contract and shall be deemed an Assumed Contract.

Requests for Consents. The Vendor and the Purchaser will use all commercially reasonable efforts to obtain: (a) any consents necessary for the assignment of the Vendor’s interest in the Agreements and the Licences and Permits to the Purchaser without any material changes to the terms thereof from those in place prior to such assignment; or (b) if applicable, the re-issuance of any one or more of the Licences and Permits in the name of the Purchaser, and the Vendor will not, except as presently contemplated by the terms thereof or with the prior written consent of the Purchaser, agree to any amendment or variation to the terms of such Agreements or Licences and Permits in connection with, or as a condition of, such assignment or re-issuance.