CONSENT OF ISSUER Sample Clauses

CONSENT OF ISSUER. CONSENT (“Consent”), dated as of September 30, 2015, made by ARC NY1440BWY1, LLC, a Delaware limited liability company (“Issuer”). Reference is made to that certain Pledge and Security Agreement (the “Pledge Agreement”) of even date herewith made by ARC NY1440BWY1 MEZZ, LLC, a Delaware limited liability company (“Borrower”), in favor of PARAMOUNT GROUP FUND VIII 1000 XXXXXXXX MEZZ LP, a Delaware limited partnership (together with its successors and permitted assigns, the “Lender”), as pledgee. Issuer hereby acknowledges the receipt of a copy of the Pledge Agreement and understands that Borrower is bound thereby. For the purposes of this Consent, all capitalized terms not herein defined shall have the respective meanings ascribed thereto in the Pledge Agreement. Issuer hereby consents to the Pledge Agreement and agrees that during the continuation of an Event of Default, Issuer will pay any and all Distributions in respect of the Pledged Collateral directly to Lender subject to and to the extent provided in, the terms and provisions of Section 3 of the Pledge Agreement. During the continuance of an Event of Default, until the Obligations are paid in full, Issuer agrees, subject to the terms of the Pledge Agreement and the Mezzanine Loan Documents, to (i) to the extent provided in the Pledge Agreement, comply with the instructions of Lender in connection with the exercise of Lender’s rights and remedies as set forth in the Pledge Agreement, without any further consent from Borrower or any other Person in respect of the Pledged Collateral, and (ii) to disregard any request made by Borrower or any other person which contravenes such instructions of Lender in respect of the Pledged Collateral. Issuer represents and warrants to Lender that, as of the date hereof, (i) Borrower is the registered owner of 100% of the limited liability company membership interests of, and possesses 100% of the economic, management and voting rights in, Issuer; (ii) Issuer has no knowledge of any Lien or other security interest in the Pledged Collateral (other than Lender’s) that has not been terminated on or prior to the date hereof; and (iii) the registered pledgee of the Pledged Collateral on the books of Issuer is Paramount Group Fund VIII 1000 Xxxxxxxx Mezz LP, as secured party under the Mezzanine Loan, and there is no other pledge currently registered on the books and records of Issuer with respect to the Pledged Collateral. This Consent shall be governed by the laws of the Sta...
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CONSENT OF ISSUER. Each Grantor, in its respective capacity as an issuer of Pledged Equity (in such capacity, an “Issuer”), hereby (a) consents to the grant by each other Grantor to the Collateral Agent, for the benefit of the Secured Parties, of a security interest in and lien on all of the Pledged Equity, (b) represents to the Collateral Agent that it has no rights of setoff or other claims against any of the Pledged Equity, (c) acknowledges and agrees that it shall, upon demand by the Collateral Agent, pay to the Collateral Agent, for the benefit of the Secured Parties, any dividends and distributions due to any Grantor in accordance with the terms hereof, and (d) consents to the transfer of such Pledged Equity to the Collateral Agent or its nominee following an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.
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CONSENT OF ISSUER. The Village of Axxxx, Nebraska, as Issuer of the Series A Note and Series B Note and Pledged Revenues, hereby consents and agrees to the terms and conditions of this Security Agreement.
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Related to CONSENT OF ISSUER

  • Supplemental Indentures with Consent of Noteholders The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:

  • Waivers and Supplemental Agreements with Consent of Holders With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class Balance, (i) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall:

  • Consent of Guarantors Each of the Guarantors shall have executed and delivered to the Agent the Consent.

  • Supplemental Indentures Without Consent of Noteholders (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:

  • Supplemental Agreements with Consent of Holders With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Agent, the Company, when authorized by a Board Resolution, and the Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Securities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Security affected thereby,

  • Consent and Reaffirmation Each Subsidiary Guarantor hereby consents to this Amendment and the transactions contemplated hereby, and each Loan Party hereby (a) agrees that, notwithstanding the effectiveness of this Amendment, the Guarantee and Collateral Agreement and each of the other Security Documents continue to be in full force and effect, (b) confirms its guarantee of the Obligations (with respect to each Subsidiary Guarantor) and its grant of a security interest in its assets as Collateral therefor, all as provided in the Loan Documents as originally executed and (c) acknowledges that such guarantee and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement (as amended hereby) and the other Loan Documents.

  • Amendments with Consent of Holders (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

  • Supplemental Indentures with Consent of Holders With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

  • Supplemental Agreements Without Consent of Holders Without the consent of any Holders, the Company and the Agent, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Agent, for any of the following purposes:

  • Amendment with Consent of Holders With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company, the Purchase Contract Agent or the Collateral Agent, as the case may be, the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Unit adversely affected thereby,

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