Related to In consultation with
means the good faith attempt by the Depositary to discuss, if practicable, the relevant issue in a timely manner with a person employed by the Company reasonably believed by the Depositary to be empowered by the Company to engage in such discussion on behalf of the Company.
Independent professional advice
means advice of an attorney, certified public accountant, actuary, or other licensed professional adviser.
means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a person who thereby becomes its holder.
or "Consultation" means to provide:
means the period of sixty (60) days or such other longer period as the Parties may agree, commencing from the date of issuance of a Developer Preliminary Default Notice or ESCOM Preliminary Default Notice as provided in Article 16 of this Agreement, for consultation between the Parties to mitigate the consequence of the relevant event having regard to all the circumstances.
Independent Legal Counsel
means an attorney or firm of attorneys, selected in accordance with the provisions of Section 1(c) hereof, who shall not have otherwise performed services for the Company or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).
Dispute Resolution Consultation
As defined in Section 2.03(l)(iii).
ASR Consultation Process
As defined in Section 3.19(d).
Senior Consultation Period
A period when either (i) the Class Principal Balance of the Class F Certificates, without regard to the allocation of any Appraisal Reduction Amounts to such Class, is less than 25% of the initial Class Principal Balance of the Class F Certificates or (ii) the then Majority Subordinate Certificateholder that holds a majority of the Class F Certificates (provided such Class is the Subordinate Class) has irrevocably waived its right to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or cause the exercise of the rights of the Subordinate Class Representative under this Agreement pursuant to Section 3.23(i) and such rights have not been reinstated to a successor Majority Subordinate Certificateholder pursuant to Section 3.23(i). No Senior Consultation Period shall limit the control and consultation rights of the “Controlling Note Holder” (as defined in the related Intercreditor Agreement) of any Non-Serviced Pari Passu Companion Loan.
means attorneys and staff employed by county prosecutor offices or the state attorney general acting in their capacity as legal representatives of public mental health service providers under RCW 71.05.130;
Risk Retention Consultation Party
The Risk Retention Consultation Party shall be the party selected by the Holders of more than 50% of the RR Interest by Certificate Balance, as determined by the Certificate Registrar from time to time. The Depositor shall promptly provide the name and contact information for the initial Risk Retention Consultation Party upon request of any party to this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the Depositor. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Risk Retention Consultation Party has not changed until such parties receive written notice of a replacement of the Risk Retention Consultation Party from a party holding the requisite interest in the RR Interest (as confirmed by the Certificate Registrar). The initial Risk Retention Consultation Party shall be NREC. In the event that no Risk Retention Consultation Party has been appointed or identified to the Servicer or the Special Servicer, as applicable, and the Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Servicer or the Special Servicer, as applicable, then until such time as the new Risk Retention Consultation Party is identified, the Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Risk Retention Consultation Party as the case may be.
means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;
VRR3 Risk Retention Consultation Party
The Risk Retention Consultation Party selected by CREFI. The Initial VRR3 Risk Retention Consultation Party shall be CREFI.
VRR2 Risk Retention Consultation Party
The Risk Retention Consultation Party selected by DBNY.
Special Legal Counsel
means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, or in the past two years has been, retained to represent (i) the Indemnitor or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
shall have the meaning set forth in Section 6(d).
VRR1 Risk Retention Consultation Party
The Risk Retention Consultation Party selected by CREFI.
has the meaning set forth in Section 10.03 of this Agreement.
Consultation Termination Event
At any date at which (i) no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Appraisal Reductions or (ii) a Holder of the Class E Certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder, and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.28(l); provided, that no Consultation Termination Event resulting solely from the operation of clause (ii) shall be deemed to have existed or be in continuance with respect to a successor Holder of Class E Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder.
Date of this Agreement
means the date first written above.
means a party or parties furnishing services to the Trust pursuant to any investment advisory or investment management contract described in Article IV, Section 6(a) hereof;
Collective Consultation Period
Unless a Senior Consultation Period is deemed to occur and is continuing pursuant to clause (ii) of the definition of “Senior Consultation Period”, any period when both (i) the Class Principal Balance of the Class F Certificates, reduced by any Appraisal Reduction Amounts allocable to such Class, is less than 25% of the initial Class Principal Balance of the Class F Certificates and (ii) the Class Principal Balance of the Class F Certificates, without regard to any Appraisal Reduction Amounts allocable to such Class, is at least 25% of the initial Class Principal Balance of the Class F Certificates. No Collective Consultation Period shall limit the control and consultation rights of the “Controlling Note Holder” (as defined in the related Intercreditor Agreement) of any Non-Serviced Pari Passu Companion Loan.
means the agreement as set out in this document and the Appendices hereto;
means the standard of skill and care that a Member would be reasonably expected to exercise towards a Client, commensurate with-
means a reputable accounting, appraisal or nationally recognized investment banking, engineering or consulting firm (a) which does not, and whose directors, officers and employees or Affiliates do not, have a direct or indirect material financial interest in the Company and (b) which, in the judgment of the Board of Directors of the Company, is otherwise disinterested, independent and qualified to perform the task for which it is to be engaged.
means, collectively, Key Experts, Non-Key Experts, or any other personnel of the Consultant, Sub-consultant or JV member(s) assigned by the Consultant to perform the Services or any part thereof under the Contract.