Common use of Lender's Consent Clause in Contracts

Lender's Consent. The parties’ obligations hereunder are conditioned, in addition to the other conditions set forth in this Agreement, upon obtaining the timely consent and agreement of the Lender (together, to the extent required, with the consent of any servicers, rating agencies, cash management or deposit account banks and other parties whose consent, authorization or approval is necessary in connection with the Existing Indebtedness to effectuate the transactions contemplated by this Agreement), to all of the following, in each case, approved by the Buyer and Seller (collectively, “Lender’s Consent”): Consent to the transactions contemplated by this Agreement, including the sale of the Project to Buyer’s assignee as permitted under this Agreement and the assumption by Buyer’s assignee of Seller’s obligations under the Existing Indebtedness accruing from and after the Closing Date and the transfer of escrows and reserves, and the Lender (and such other relevant parties) shall execute and deliver at Closing an agreement whereby (i) Buyer’s assignee shall assume the Existing Indebtedness (which agreement shall include an acknowledgment by Lender that at Closing there is no written notice of default given by Lender under the terms of the Existing Indebtedness which remains uncured), and (ii) Seller as Borrower under the Existing Indebtedness, together with each guarantor and their affiliates, shall be released by Lender from any liability under the Loan Documents from and after the Closing Date. Subject to the right of a party to extend the Outside Closing Date under Section 3.2, the parties agree that if the Lender’s Consent is not obtained on or before the third (3rd) business day prior to the Outside Closing Date, the Buyer shall have the right to terminate this Agreement and receive a return of the Escrow Deposit.]

Lender's Consent. The parties’ obligations hereunder are conditionedparties acknowledge that the Property is currently subject to a mortgage in favor of Xxxxx Fargo Bank, N.A., as trustee (the “Trustee”), in addition connection with a first mortgage loan that is serviced by GEMSA Loan Services, L.P., as Master Servicer (the “Master Servicer”), and by CW Capital, as Special Servicer (the “Special Servicer”), and that the Master Servicer has identified Cadim Tach, Inc. (the “Directing Certificateholder”) to Seller as the “directing certificateholder” under the pooling and servicing agreement governing the subject mortgage loan. The parties acknowledge further that Seller has been notified by the Master Servicer that the consent of each of the Trustee, the Master Servicer, the Special Servicer and the Directing Certificateholder (collectively, the “Lender”) is required in order to permit the Seller to consummate the sale of the Property to the other Purchaser, and that the Master Servicer has delivered a list of steps that must be taken to obtain such consent, which steps include the payment of certain fees and expenses of the Lender in connection with the consent process. In reliance on the Purchaser’s commitment to purchase the Property on the terms and conditions set forth in this Agreement, upon obtaining Seller has commenced the timely process that is required to obtain the consent and agreement of the Lender (together, to these transactions and to obtain the extent required, with the consent of any servicers, rating agencies, cash management or deposit account banks and other parties whose consent, authorization or approval is necessary in connection with the Existing Indebtedness to effectuate the transactions contemplated by this Agreement), to all Lender’s release of the following, in each case, approved by Property from the Buyer and Seller mortgage loan (collectively, sometimes referred to herein as the “Lender’s Consent”): ). Seller hereby agrees to use all commercially reasonable efforts to obtain Lender’s Consent and Purchaser hereby agrees to cooperate with Seller in connection with such efforts. The parties hereby acknowledge and agree further that: (a) Seller’s obligations to consummate the transactions contemplated by this Agreement, including the sale of the Project to Buyer’s assignee as permitted under in this Agreement and the assumption by Buyer’s assignee of Seller’s obligations under the Existing Indebtedness accruing from and after the Closing Date and the transfer of escrows and reserves, and the Lender (and such other relevant parties) shall execute and deliver at Closing an agreement whereby (i) Buyer’s assignee shall assume the Existing Indebtedness (which agreement shall include an acknowledgment by Lender that at Closing there is no written notice of default given by Lender under the terms of the Existing Indebtedness which remains uncured), and (ii) Seller as Borrower under the Existing Indebtedness, together with each guarantor and their affiliates, shall be released by Lender from any liability under the Loan Documents from and after the Closing Date. Subject are subject to the right of a party condition precedent that Lender’s Consent is obtained on terms and conditions that are acceptable in all material respects to extend the Outside Closing Date under Section 3.2Seller; and (b) If, the parties agree that if the for any reason, Lender’s Consent is not obtained on or before the third (3rd) business day prior to the Outside Closing Datedate which is one hundred eighty (180) days after the date of this Agreement (as such period may be extended in the manner set forth in the last paragraph of Section 13 hereof), the Buyer shall have the right to then Purchaser may terminate this Agreement and Agreement, by written notice to Seller of such termination, in which case, Purchaser shall be entitled to receive a the return of the Escrow DepositXxxxxxx Money, less an amount equal to the aggregate of (i) Seller’s out of pocket expenses (including, without limitation, reasonable legal fees) incurred in connection with its efforts to obtain Lender’s Consent and (ii) all amounts which have been paid by Seller to the Trustee, the Master Servicer or the Special Servicer in payment of any and all fees, expense reimbursements or similar charges in connection with the process of seeking Lender’s Consent (the costs described in clauses (i) and (ii) hereof are sometimes referred to herein as the “Lender Consent Costs”).]

Lender's Consent. The parties’ obligations hereunder are conditioned, in addition to Purchaser and Seller acknowledge the other conditions set forth in this Agreement, upon mutual benefit of obtaining the timely written consent and agreement of the Lender (together, to the extent required, with the consent of any servicers, rating agencies, cash management or deposit account banks and other parties whose consent, authorization or approval is necessary in connection with the Existing Indebtedness to effectuate the transactions contemplated by this Agreement), to all of the following, in each case, approved by the Buyer and Seller (collectively, “Lender’s Consent”): Consent ) of the Lender and/or the Servicer, as applicable (which, for purposes of this Section 38(b), shall be collectively referred to as “Lender”), to the transactions conveyance of the Property in its entirety to, and the related assumption of the Existing Financing by, Purchaser, as contemplated by under this Agreement, including pursuant to and in accordance with the sale terms and conditions of Section 7.5 of the Project Loan Agreement. In furtherance thereof, Seller and Purchaser hereby confirm the following anticipated protocol for obtaining Lender’s Consent, expressly agreeing, however, that neither Seller nor Purchaser shall be under any affirmative obligation, expressly or implicitly, to Buyer’s assignee adhere to or carry out such protocol, nor shall (except as permitted may otherwise be expressly provided herein) Seller or Purchaser be in deemed to be in default or breach under this Agreement for the failure to obtain Lender’s Consent for any reason or no reason: (i) On or before the date that is ten (10) business days following the date hereof, Seller agrees that it shall notify the Lender, in writing and otherwise in accordance with the assumption by Buyerterms of the Loan Agreement, of the transaction contemplated hereby, and request that the Lender promptly furnish written application requirements and conditions for obtaining Lender’s assignee Consent (the “Initial Consent Request”). In connection with the Initial Consent Request, Seller shall deliver to Lender a copy of Seller’s this Agreement, and is hereby authorized to indicate in its submittal that Purchaser intends to make Parent available as the substitute “Borrower Principal” in respect of obligations under the Existing Indebtedness and liabilities accruing from and after the Closing Date and the transfer of escrows and reservespursuant to Sections 12.6, and Articles 4, 13, 15 and 18 of the Loan Agreement. (ii) Purchaser or Seller, as the case may be, shall, promptly upon receipt from Lender of any written response to the Initial Consent Request containing Lender’s application requirements and conditions (the “Consent Requirements”), forward the same to the other party (in accordance with the terms of Section 19 hereof). (iii) In respect of the Consent Requirements, if any: (1) Purchaser shall, provided the Consent Requirements are, in Purchaser’s reasonable discretion, reasonable and customary for similar transactions and not materially inconsistent with the provisions of Section 7.5 of the Loan Agreement, proceed with reasonable promptness and diligence to deliver to the Lender a formal application requesting Lender’s Consent (the “Request Application”), and such same shall be accompanied by check or wire of immediately available funds by Purchaser in payment of (x) the $25,000 processing fee required under terms of Section 7.5(b) the Loan Agreement, and (y) any other relevant parties) shall execute application fees and deliver at Closing an agreement whereby (i) Buyer’s assignee shall assume the Existing Indebtedness (which agreement shall include an acknowledgment any advance legal and processing fees required by Lender that at Closing there is no written notice of default given by Lender under the terms of the Existing Indebtedness which remains uncuredConsent Requirements or as reasonably requested by Lender to commence and expedite the processing of the Request Application (collectively, the “Assumption Costs”). Simultaneously with or promptly following sending the Request Application to Lender, Purchaser shall send a copy thereof to Seller. (2) Following submission of the Request Application to Lender, Purchaser shall provide to Lender such information, financial statements, and any additional information (as is under Purchaser’s control) as may be requested by Lender, including authorization to conduct background checks and credit inquiries; provided, however, that Purchaser shall not be obligated to accommodate any such request by Lender that in Purchaser’s reasonable discretion, is not reasonable and customary for similar transactions and is materially inconsistent with the provisions of Section 7.5 of the Loan Agreement. (3) If required by the terms of the Consent Requirements, the Loan Agreement or otherwise reasonably requested by Lender, Purchaser shall identify Parent as the substitute “Borrower Principal” in respect of obligations and liabilities accruing from and after the Closing Date pursuant to Sections 12.6, and Articles 4, 13, 15 and 18 of the Loan Agreement, and provide Lender with such information, financial statements, and any additional information as may be dictated by the Consent Requirement or as otherwise reasonably requested by Lender, including authorization to conduct background checks and credit inquiries with respect to Purchaser and Parent (in its capacity as substitute “Borrower Principal”), provided that that (w) any liability to such substituted Borrower Principals shall, expressly, be only on a going-forward basis, as to liabilities and obligations first accruing from and after Closing, (x) in no event shall Purchaser be required to offer any one or more individuals, entities or other parties other than Parent as a substitute Borrower Principal except as may be acceptable to Purchaser in its sole discretion, (y) in no event shall Purchaser (or any substitute Borrower Principal) be required to post a letter of credit or furnish other credit enhancement, unless Borrower and/or such substitute Borrower Principal shall elect, in its sole discretion, to do so, and (iiz) any obligations and liabilities of such substituted Borrower Principals shall, expressly, be only in respect of Sections 12.6, and Articles 4, 13, 15 and 18 of the Loan Agreement. (4) Purchaser acknowledges that Seller as shall request that Lender release any presently existing Borrower Principals from all obligations and liability under and with respect to the Existing Indebtedness, together with each guarantor and their affiliates, shall be released by Lender from any liability under the Loan Documents Financing accruing from and after the Closing Date. Subject , and the return to Seller of a letter of credit, if any, delivered in connection with the Existing Financing by Seller or any affiliate of Seller. (iv) Seller and Purchaser acknowledge and agree that in order for any Lender’s consent to the right conveyance of a party the Property to, and the related assumption of the Existing Financing by, Purchaser, to extend the Outside Closing Date constitute “Lender’s Consent” as contemplated under this Section 3.238, the parties same must (x) be in writing and delivered to both Seller and Purchaser, and (y) be acceptable in form and substance to Seller and Purchaser in their respective sole discretion. (v) Seller and Purchaser acknowledge and agree that the Lender’s Consent may be conditional upon or subject to (x) the closing of the purchase and the sale of the Property contemplated under this Agreement, and/or (y) the execution and delivery of certain specified documents and deliveries specified therein. (vi) Seller and Purchaser each agree, if requested in writing by the other party, to confirm in writing within five (5) business days following receipt of such request, whether Lender’s Consent has been obtained, in order to avoid any ambiguity or misunderstanding between the parties, and to dictate whether the terms of either Section 38(c) or Section 38(e) hereof shall apply. (vii) If Lender’s Consent is not obtained on or before the third date that is one hundred twenty (3rd120) business day prior to days following the Outside Closing Date, the Buyer shall have the right to terminate date of this Agreement and receive a return Seller asserts that such failure is the result of Purchaser’s default in its obligations under Sections 38(b)(iii)(1) or 38(b)(iii)(2) and/or 38(b)(iii)(3), then, subject to Section 20(g), as Seller’s sole and exclusive remedies with respect to such default, (A) Seller may immediately terminate the Escrow DepositSecurity Agreement and (B) Seller or the grantor under the Security Agreement may terminate the UCC-1s by filing UCC-3 financing statement amendments.]

Lender's Consent. (i) The parties’ obligations hereunder are conditionedparties acknowledge that the Property is currently subject to the Mortgage in favor of Xxxxx Fargo Bank, N.A., as trustee (the “Trustee”), in addition connection with a first mortgage loan that is serviced by GEMSA Loan Services, L.P., as Master Servicer (the “Master Servicer”), and by CW Capital, as Special Servicer (the “Special Servicer”), and that the Master Servicer has identified Cadim Tach, Inc. (the “Directing Certificateholder”) to Seller as the “directing certificateholder” under the pooling and servicing agreement governing the subject mortgage loan. (ii) The parties acknowledge further that Seller has been notified by the Master Servicer that the consent of each of the Trustee, the Master Servicer, the Special Servicer and the Directing Certificateholder (collectively, the “Lender”) is required in order to permit the Seller to consummate the sale of the Property to the other conditions set forth Purchaser prior to the payment in this Agreementfull of all Debt (as defined in the Mortgage), upon obtaining and that the timely consent Master Servicer has delivered a list of steps that must be taken to obtain such consent, which steps include the payment of certain fees and agreement expenses of the Lender (together, to the extent required, with the consent of any servicers, rating agencies, cash management or deposit account banks and other parties whose consent, authorization or approval is necessary in connection with the Existing Indebtedness consent process. Seller has commenced the process that is required to effectuate obtain the transactions contemplated by this Agreement), to all consent of the following, in each case, approved by Lender to these transactions and to obtain the Buyer and Seller Lender’s release of the Property from the Mortgage (collectively, sometimes referred to herein as the “Lender’s Consent”): Consent ). (iii) Seller’s obligations to consummate the transactions contemplated by this Agreement, including the sale of the Project to Buyer’s assignee as permitted under in this Agreement and the assumption by Buyer’s assignee of Seller’s obligations under the Existing Indebtedness accruing from and after the Closing Date and the transfer of escrows and reserves, and the Lender (and such other relevant parties) shall execute and deliver at Closing an agreement whereby (i) Buyer’s assignee shall assume the Existing Indebtedness (which agreement shall include an acknowledgment by Lender that at Closing there is no written notice of default given by Lender under the terms of the Existing Indebtedness which remains uncured), and (ii) Seller as Borrower under the Existing Indebtedness, together with each guarantor and their affiliates, shall be released by Lender from any liability under the Loan Documents from and after the Closing Date. Subject are subject to the right of a party to extend the Outside Closing Date under Section 3.2, the parties agree condition precedent that if the either (A) Lender’s Consent is not obtained on terms and conditions that are acceptable in all respects to Seller (except as otherwise expressly provided in Section 12(d)(ii) or before 12(d)(iii) hereof), or (B) Seller has repaid or prepaid the third (3rd) business day prior to the Outside Closing Date, the Buyer shall have the right to terminate this Agreement and receive a return Debt in accordance with applicable provisions of the Escrow DepositMortgage.]

Lender's Consent. The parties’ obligations hereunder are conditioned, in addition to the other conditions set forth in this Agreement, upon obtaining the timely consent and agreement of the Lender (together, to the extent required, with the consent of any servicers, rating agencies, cash management or deposit account banks and other parties whose consent, authorization or approval is necessary in connection with the Existing Indebtedness to effectuate the transactions contemplated by this Agreement), to all of the following, in each case, approved by the Buyer and Seller following (collectively, “Lender’s Consent”): ): (a) Consent to the transactions contemplated by this Agreement, including the sale of the Project to Buyer (or Buyer’s assignee as permitted under this Agreement Agreement) and the assumption by Buyer (or Buyer’s assignee as permitted under this Agreement) of Seller’s obligations under the Existing Indebtedness accruing from and after the Closing Date and the transfer of escrows and reserves, and the Lender (and such other relevant parties) shall execute and deliver at Closing an agreement whereby (i) Buyer (or Buyer’s assignee as permitted under this Agreement) shall assume the Existing Indebtedness (which agreement shall include an acknowledgment by Lender that at Closing there is no written notice of default given by Lender under the terms of the Existing Indebtedness which remains uncured), uncured and there is no event or circumstance that with the passage of time or giving of notice or both would become a default and as to the outstanding principal amount of the Existing Indebtedness and any other amount due and payable on the Closing Date under the Existing Indebtedness and the amount of any escrows or reserves held thereunder) and any and all other instruments and documents required to be executed and delivered by Seller and/or Buyer under or by reason of the Loan Documents and such other documents required by the Loan Documents; and (ii) Seller as Borrower under the Existing Indebtedness, together with each guarantor and their affiliates, shall be released by Lender from any liability under the Loan Documents from shall be amended and after the Closing Date. Subject to terms of the right of a party to extend the Outside Closing Date under Section 3.2Existing Indebtedness modified in such form and on such terms as approved by Buyer, the parties agree that if the Lender’s Consent is not obtained on or before the third (3rd) business day in its sole discretion; provided, that, prior to the Outside Closing Dateexpiration of the Inspection Period, the Buyer shall have notify Seller in writing of Buyer’s required modifications to the right to terminate this Agreement Loan Documents and receive a return of the Escrow DepositExisting Indebtedness.]