Consents and Modifications. The Company shall, and shall cause each Company Subsidiary to, fully cooperate with all reasonable requests by the Purchaser Parties in connection with obtaining all consents, approvals or amendments to, or other modifications of, any or all Indebtedness and Major Leases of the Company or any Company Subsidiary that the Purchaser Parties may deem (and the terms of which the Purchaser Parties may deem), in their sole discretion, advisable to obtain (the “Consents or Modifications”), including, but not limited to, providing access to tenants, sub-tenants, lenders, servicers, special servicers, rating agencies and their respective counsel and other advisers and other relevant parties (collectively, the “Company Major Agreement Parties”) with respect to any Indebtedness and Major Leases and executing all documents or agreements in connection with obtaining the Consents and Modifications (the “Modification Documents). In addition to, and without limiting the generality of the foregoing, the Company (a) hereby grants consent, and shall cause each Company Subsidiary to grant consent, concurrently herewith, to the Purchaser Parties (and their respective agents and counsel) to, in coordination and consultation with the Company, to enter into discussions with the Company Major Agreements Parties for the purpose of obtaining the Consents or Modifications and the Modification Documents. The Purchaser Parties agree that (i) except with the consent of the Company, no Consent or Modification or Modification Document will be effective prior to the Effective Time, (ii) the Purchaser Parties will pay all reasonable out-of-pocket costs and expenses incurred by the Company or any Company Subsidiary in connection with obtaining the Consents or Modifications (provided, however, with respect to Major Leases, the Purchaser Parties will only be required to pay the Company’s out-of-pocket costs and expenses paid to counterparties), and (iii) the Purchaser Parties shall keep the Company informed on a current basis to the extent reasonably practicable of all material contacts with the Company Major Agreements Parties and material developments with respect thereto.
Consents and Modifications. The Company shall use commercially reasonable best efforts to (i) obtain all necessary consents, waivers and approvals of any parties to any Contracts as are required thereunder in connection with the Merger, or for any such Contracts to remain in full force and effect, so as to preserve all rights of, and benefits to, the Company under such Contracts from and after the Effective Time, (ii) provide all notices required under any Contract in connection with the Merger and (iii) enter into the modification and termination agreements listed on Schedule 6.8. Such consents, modifications, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that the other party to any such Contract conditions its grant of a consent, modification, termination, waiver or Approval (including by threatening to exercise a “recapture” or other termination right) upon the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract (the “Consent Fees”), the Company shall be responsible for making all payments required to obtain such consent, modification, waiver or Approval prior to the Closing. In the event the Merger does not close for any reason, Parent shall not have any Liability to the Company, the Stockholders or any other Person for any costs, claims, Liabilities or damages resulting from the Company seeking to obtain such consents, modifications, termination, waivers and Approvals.
Consents and Modifications. Notwithstanding the Trustors' -------------------------- default in the performance of any obligations or payment of any indebtedness secured by this Deed of Trust or in the performance of any obligation under this Deed of Trust or the Trustors' breach of any obligation, covenant, or agreement contained in the Debt or in this Deed of Trust, the Beneficiary, at the Beneficiary's option, without notice to or consent from the Trustors, or any holder or claimant of a lien or interest in the Real Property that is junior to the lien of this Deed of Trust, and without incurring liability to the Trustors or any other person by so doing, may from time to time (i) extend the time for performance of any obligation or payment of all or any portion of the Trustors' indebtedness under this Deed of Trust; (ii) agree with the Trustors to modify the terms and conditions of performance and/or payment under this Deed of Trust; (iii) reduce the amount of the payments that may be due under Paragraph 3 of this Deed of Trust; (iv) reconvey or release other or additional security for the performance of the Trustors' obligations or repayment of the Trustors' indebtedness under the Debt and this Deed of Trust; or (v) enter into any extension or subordination agreement affecting the lien of this Deed of Trust. No action taken by the Beneficiary under this Subparagraph (b) shall be effective unless in writing, subscribed by the Beneficiary, and, except as expressly provided in such writing, no such action shall impair or affect: the obligation of the Trustors to pay all sums secured by this Deed of Trust and to observe all obligations, covenants, and agreements of the Trustors contained in the Debt and in this Deed of Trust; or the lien or priority of the lien of this Deed of Trust.
