Actions Requiring Manager Consent Clause Samples
The "Actions Requiring Manager Consent" clause defines specific decisions or activities that cannot be undertaken without the explicit approval of the manager. Typically, this clause lists actions such as entering into major contracts, incurring significant expenses, or making structural changes to the business, all of which require the manager’s written consent before proceeding. Its core practical function is to ensure that the manager retains control over key business decisions, thereby protecting the interests of the business and preventing unauthorized or potentially harmful actions by other parties.
Actions Requiring Manager Consent. Notwithstanding anything to the contrary contained in this Agreement, the Servicer shall not cause or permit to be taken any of the following actions without the prior written consent of the Manager (which may require the Manager to obtain the consent of the Initial Member and/or the Purchase Money Notes Guarantor), which consent may be withheld or conditioned in the sole and absolute discretion of the Manager:
(a) conducting Bulk Sales except as expressly permitted in the Servicing Obligations (and in all events subject to the limitations set forth in the LLC Operating Agreement);
(b) the payment of fees to, the sale or other transfer (including through foreclosure or by deed in lieu thereof) of any Loan or Underlying Collateral or Acquired Property (or any portion thereof) to, or any other transaction with (whether or not at usual and customary rates), any Affiliate of the Company, the Manager, the Servicer, any Affiliate of the Servicer, any Subservicer, or any Affiliate of any Subservicer;
(c) the financing of the sale or other transfer of any Loans, Underlying Collateral or Acquired Property (or any portion thereof);
(d) the sale of any Loan or Underlying Collateral or Acquired Property (or any portion thereof) that provides for any recourse against the Company, the Initial Member or the FDIC in any capacity, or against any interest in the Company held by the Initial Member or any share of the Loan Proceeds allocable to the Initial Member;
(e) any disbursement of any funds in the Collection Account (including any such funds made available through Discretionary Funding Advances or Excess Working Capital Advances), the Working Capital Reserve Account, the accounts created under the Custodial and Paying Agency Agreement or any Other Accounts other than in accordance with the provisions of this Agreement, the LLC Operating Agreement, the Reimbursement, Security and Guaranty Agreement and the Custodial and Paying Agency Agreement;
(f) advancing additional funds that would increase the Unpaid Principal Balance of any Loan other than (i) Funding Draws, or (ii) Servicing Expenses to the extent that capitalizing such Servicing Expenses is or would have been, prior to the conversion of the Loan to Acquired Property, permitted under the applicable Loan Documents;
(g) in connection with its servicing and administration of any Loan and management of the Underlying Collateral or Acquired Property, (i) approving (x) any material modification or amendment to, or canc...