Common use of Excluded Liabilities, Consents and Approvals Clause in Contracts

Excluded Liabilities, Consents and Approvals. Prior to and after the Closing, each Party, at the request of the other, shall use its reasonable best efforts to obtain, or to cause to be obtained, any Consent, substitution, approval or amendment required to novate or assign all obligations under agreements, leases, licenses and other Liabilities of any nature whatsoever that constitute Excluded Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements so that, in any such case, neither MUMSS nor MSMS will have any liability or responsibility for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefor to any Third Party (who is not a Subsidiary or Affiliate of such Party) from whom such Consents, approvals, substitutions and amendments are requested provided that MS will not seek to assign rights and obligations in respect of the Retained Securitization Product set forth in Table 1 of Schedule 1.2(b) and will not seek consent with respect thereto. If the applicable Party is unable to obtain, or to cause to be obtained, any such required Consent, approval, release, substitution or amendment, it shall continue to pay, perform and discharge fully all such Liabilities and shall indemnify MUMSS, MSMS, the other Party and the Indemnitees in accordance with the terms of this Agreement. For the avoidance of doubt, if either Party is unable to obtain, or cause to be obtained, any such required Consent, approval, release, substitution or amendment or any Consent, approval or amendment required to assign or transfer any Excluded Asset prior to Closing despite such Party’s reasonable best efforts to do so, such failure shall not be treated as or constitute a breach of any provision of this Agreement.