Strict Foreclosure. (a) Pledgee may, but shall have no obligation to, in its sole and absolute discretion, either negotiate an agreement (“Strict Foreclosure Agreement”) with Pledgor, or make a written proposal (“Strict Foreclosure Proposal”) to Pledgor, to retain the Collateral in full or partial satisfaction of the Guaranteed Obligations in accordance with the procedures specified in Section 9-620 of the Code.
Strict Foreclosure. Pursuant to §§ 9-620 and 9-621 et seq. of the Uniform Commercial Code, as adopted in the State of New York, and solely to the extent applicable to the transactions contemplated hereby, as adopted in other states (the “UCC”), the Lender Parties propose, on the date hereof, to accept the Subject Collateral from the Obligors in partial satisfaction of the Obligations (the “Strict Foreclosure” and the amount of Obligations satisfied thereunder, the “Satisfied Obligations”) but excluding that portion of the Obligations consisting of the unpaid principal amount of $3,500,000. The Obligors agree that, upon the effectiveness of the Strict Foreclosure on the Effective Date, the Collateral Agent, for the benefit of the Lender Parties, shall own all of Obligors’ rights, titles and interests in and to the Subject Collateral free and clear of any claims or encumbrances of the Obligors. It is acknowledged and agreed by all parties hereto that the Strict Foreclosure and the transactions contemplated by the Strict Foreclosure shall constitute an “acceptance” by the Collateral Agent and the Lender Parties of collateral in satisfaction solely of the Satisfied Obligations in accordance with and to the extent required by §§ 9-620(a)(1) and 9-620(c)(1) of the UCC. The Obligors hereby represent and warrant to the Lender Parties and the Collateral Agent as follows: (a) each Obligor irrevocably consents to and unconditionally accepts the Lender Parties’ and Collateral Agent’s acceptance of the Subject Collateral in satisfaction solely of the Satisfied Obligations in accordance with and as required by §§ 9-620(a)(1) and 9-620(c)(1) of the UCC and further agrees, (b) that the Strict Foreclosure shall constitute an “acceptance” of collateral in satisfaction solely of the Satisfied Obligations in accordance with and to the extent required by §§ 9-620(a)(1) and 9-620(c)(1) of the UCC. The Obligors agree to execute and deliver to the Lender Parties and the Collateral Agent such additional documents and take such further action as may be necessary or desirable to effectuate the Strict Foreclosure. The Obligors hereby (A) covenant and agree that they will not challenge, object to or otherwise contest the effectiveness of the Strict Foreclosure; and (B) waive any right to redeem the Subject Collateral under § 9-623 of the UCC. In accordance with Sections 9-620 through 9-622 of the UCC, subject to the terms and conditions set forth in this Agreement, on the Effective Date and subject to th...
Strict Foreclosure. (a) Mezzanine Lender may, in its sole and absolute discretion, either negotiate an agreement (“Strict Foreclosure Agreement”) with Mezzanine Borrower, or make a written proposal (“Strict Foreclosure Proposal”) to Mezzanine Borrower, to retain the Pledged Collateral in full or partial satisfaction of the Obligations in accordance with the procedures specified in Section 9-
Strict Foreclosure. In the event the Secured Party elects not to sell the Pledged Shares, the Secured Party may elect to follow the procedures set forth in the UCC for retaining the Pledged Shares in satisfaction of the Secured Obligations, subject to the Obligor's rights under such procedures.
Strict Foreclosure. Pursuant to and in accordance with Section 9-620 of the UCC:
Strict Foreclosure. The Pledgors acknowledge that, in addition to a public or private sale of the Collateral, the Secured Party shall have the right to retain the Collateral in full or partial satisfaction of the Secured Obligations if the Secured Party complies with the requirements of the UCC regarding strict foreclosure.
Strict Foreclosure. (a) Lender may, but shall have no obligation to, in its sole and absolute discretion, either negotiate an agreement (“Strict Foreclosure Agreement”) with Pledgor, or make a written proposal (“Strict Foreclosure Proposal”) to Pledgor, to retain the Collateral in full or partial satisfaction of the Debt in accordance with the procedures specified in Section 9-620 of the UCC.
Strict Foreclosure. Lender may, in its discretion, either negotiate an agreement (“Strict Foreclosure Agreement”) with Borrower, or make a written proposal (“Strict Foreclosure Proposal”) to Borrower, to retain the Collateral in full or partial satisfaction of the obligations in accordance with the procedures specified in Section 9-620 of the UCC. Borrower and each Pledged Entity shall fully cooperate, at their sole expense, in all matters deemed reasonably necessary by Lender to effect the transfer of ownership on the records of the applicable Pledged Entity in accordance with any applicable requirements of the Governing Documents of such Pledged Entity or the Mortgage Loan Documents in connection with any Strict Foreclosure Agreement or Strict Foreclosure Proposal. Such cooperation shall include using Borrower’s best efforts to assist Lender in obtaining any necessary review, approvals and other administrative action from such Pledged Entity or Mortgage Lender. Such assistance shall include at Lender’s request (i) attending all meetings with, and providing all related financial and operational documents and materials to such third parties, and (ii) providing such assurances and executing such documentation as is required by such third parties or Lender to effect such transfer.
Strict Foreclosure. 5.1 Songstagram hereby agrees to turn over all collateral pledged in connection with the SG Security Agreement and consents to bBooth retaining such collateral in satisfaction of the indebtedness due under the SG Secured Note as provided for in Section 9620 of the California Uniform Commercial Code. In connection therewith, Songstagram agrees to enter into a Surrender of Collateral, Consent to Strict Foreclosure and Release Agreement.
Strict Foreclosure. (a) Trustee may, in its sole and absolute discretion, either negotiate an agreement (“Strict Foreclosure Agreement”) with Pledgor, or make a written proposal (“Strict Foreclosure Proposal”) to Pledgor, to retain the Pledged Collateral in full or partial satisfaction of the Obligations in accordance with the procedures specified in Section 9-620 of the UCC.
