Common use of Consent of Buyer Clause in Contracts

Consent of Buyer. Buyer concurrently consents to Seller’s entry into the Settlement Agreement subject to the provisions of Sections 5 and 6 to the Acknowledgment and Consent Agreement dated as of the date hereof (the “Acknowledgment and Consent”) between, among others, Buyer and Seller and Buyer’s consent includes consent to the consummation of the transactions expressly provided in the Settlement Agreement, in particular, (a) completing all the Transfers in accordance with the terms of the Settlement Agreement and the Settlement Procedures, (b) executing and delivering all of the guarantees, indemnities and pledge agreements expressly provided for in the Settlement Agreement (other than the guarantees and indemnities referred to in clause (c) herein), and (c) subject to obtaining Buyer’s prior written approval (which approval shall not be unreasonably withheld), executing all guarantees, indemnities and other mortgage loan modifications that may be required from time to time to be executed by Seller and/or its subsidiaries in order to facilitate obtaining all consents and approvals from all third party mortgage lenders with respect to the Transfers; provided, however, under no circumstances shall any of the guarantees and indemnities referred to in clause (c) above be executed by KBS Acquisition, KBS Acquisition Sub-1 LLC or any of the subsidiaries of KBS Acquisition Sub-1 LLC. Buyer further acknowledges and agrees that all transactions referred to above in this Section 3 are expressly approved by Buyer and do not violate the terms and conditions of the Repurchase Agreement.