Common use of Requests for Consents Clause in Contracts

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 its agreement that the Class A Lender may take or refrain from taking actions, or give or refrain from giving any consents or consult and make recommendations or refrain from consulting or making recommendations with respect to the Mortgage Loans, that favor the interests of any other Debtholder over any other Debtholder, and that the Class A Lender may have special relationships and interests that conflict with the interests of any Debtholder, shall be deemed to have agreed to take no action against the Class A Lender or any of its respective officers, directors, employees, principals or agents as a result of such special relationships or interests, and that the Class A Lender shall not be deemed to have been negligent or reckless, or to have acted in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise of its rights or obligations by reason of its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of the Debtholders.

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 Directing Holder and the Class A Lender. The Lender and 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 with the consent of the Directing Holder and, if the Class A Lender is not the Directing Holder, 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) obtain the consent of the Class A Lender prior to making any Major Modification or providing any waiver or consent which would constitute a Major Modification (as determined by Issuer in its sole but good faith discretion), which consent shall be granted or denied (A) other than in the case of either an Extension Test Modification or Debt Service Deferral, in Class A Lender’s sole discretion and (B) in the case of either an Extension Test Modification or a Debt Service Deferral, in Class A Lender’s reasonable discretion and (ii) promptly send the Class A Lender a notice of any proposed such Major Modification (unless the Class A Lender has already received such notice pursuant to Section 6.16(a) above)) that it intends to make or provide, 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 discretionas applicable; 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 abovein Section 6.16(a) or Section 6.16(b)(ii), as applicable. 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. The Issuer shall provide the Class A Lender written notice within two (2) Business Days after any Permitted Modification is made with respect to any Mortgage Asset setting forth in reasonable detail all pertinent information with respect to such Permitted 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 its agreement that the Class A Lender may take or refrain from taking actions, or give or refrain from giving any consents or consult and make recommendations or refrain from consulting or making recommendations with respect to the Mortgage Loans, that favor the interests of any other Debtholder over any other Debtholder, and that the Class A Lender may have special relationships and interests that conflict with the interests of any Debtholder, shall be deemed to have agreed to take no action against the Class A Lender or any of its respective officers, directors, employees, principals or agents as a result of such special relationships or interests, and that the Class A Lender shall not be deemed to have been negligent or reckless, or to have acted in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise of its rights or obligations by reason of its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of the Debtholders. (d) In no event shall the Issuer be permitted to acquire a Mortgaged Property by foreclosure or a conveyance in lieu of foreclosure.