Common use of Strict Foreclosure Clause in Contracts

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. (b) In the case of a Strict Foreclosure Proposal, Pledgor shall, within sixty (60) days of Pledgor’s receipt of the Strict Foreclosure Proposal, indicate Pledgor’s (i) acceptance or rejection of such Strict Foreclosure Proposal and (ii) waiver of any right to redeem the Collateral pursuant to Section 9-624(c) of the Code (“UCC Waiver”). Xxxxxxx’s indication of acceptance of a Strict Foreclosure Proposal shall be made by delivering a notice in a form substantially identical to the form attached hereto as Exhibit B. (c) Pledgee shall notify any guarantor, any other creditor with perfected lien rights in the Collateral, and any other Person entitled to notice under Section 9-621 of the Code (“Interested Parties”) of any Strict Foreclosure Agreement or Strict Foreclosure Proposal. (d) If Pledgee fails to receive (i) Pledgor’s acceptance of a Strict Foreclosure Proposal and UCC Waiver or (ii) acknowledgements from all Interested Parties of acceptance of the Strict Foreclosure Agreement or the Strict Foreclosure Proposal, as applicable) and their respective UCC Waivers, within ten (10) Business Days of receipt of the notice periods specified in subsections (b) and (c) above (collectively the “Notice Period”), then Pledgor, or such other Interested Party, as applicable, shall be deemed to have objected to the Strict Foreclosure Agreement or the Strict Foreclosure Proposal, as applicable. (e) Notwithstanding the acceptance of either a Strict Foreclosure Agreement or a Strict Foreclosure Proposal by Pledgor and each Interested Party within the applicable Notice Period, Pledgor and Pledgee shall not be required to consummate such transfer of the Collateral unless and until (i) twenty (20) days have elapsed after the delivery of such acceptance and, (ii) any Interested Party shall have not paid and satisfied the Guaranteed Obligations in full within such twenty (20) day period as contemplated under Section 9-623 of the Code (a “Redemption”). If a Redemption is consummated, Xxxxxxx’s acceptance shall be deemed to have been revoked with the consent of Pledgee. (f) If all the conditions specified in subsections (a) through (e) of this Section 12 have been satisfied, Pledgor and Pledged Entity shall fully cooperate, at their sole expense, in all matters deemed reasonably necessary by Pledgee to effect such transfer of ownership on the records of Pledged Entity in accordance with any applicable requirements of the operating agreement of Pledged Entity and/or the Guaranty Documents. Such cooperation shall include using Pledgor’s commercially reasonable efforts to assist Pledgee in obtaining any necessary review, approvals and other administrative action from Pledged Entity, any applicable rating agencies, and any other Person. Such assistance shall include at Pledgee’s request (given with reasonable advance notice by Pledgee) (i) attending meetings with, and providing applicable financial and operational documents and materials to, such third parties, and (ii) providing such assurances and executing such documentation as is reasonably required by such third parties or Pledgee to effect such transfer and which, in each case, is customarily provided in connection with such a Strict Foreclosure Agreement or an accepted Strict Foreclosure Proposal.

Strict Foreclosure. (a) Pledgee Trustee 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 Pledged Collateral in full or partial satisfaction of the Guaranteed Obligations in accordance with the procedures specified in Section 9-620 of the CodeUCC. (b) In the case of a Strict Foreclosure Proposal, Pledgor shall, within sixty two (602) days Business Days of Pledgor’s receipt of the Strict Foreclosure Proposal, indicate Pledgor’s (i) acceptance or rejection of such Strict Foreclosure Proposal Proposal, and (ii) waiver of any right to redeem the Pledged Collateral pursuant to Section 9-624(c) of the Code UCC (“UCC Waiver”). XxxxxxxPledgor’s indication of acceptance of a Strict Foreclosure Proposal shall be made by delivering a notice in a form substantially identical to the form attached hereto as Exhibit B.C). (c) Pledgee Trustee shall notify any guarantorGuarantor, any other creditor with perfected lien rights in the Pledged Collateral, and any other Person entitled to notice under Section 9-621 of the Code UCC (“Interested Parties”) of any Strict Foreclosure Agreement or Strict Foreclosure Proposal. Such Interested Party shall, within two (2) Business Days of receipt of notice thereof, indicate its (i) acceptance or rejection of the Strict Foreclosure Agreement or the Strict Foreclosure Proposal, and (ii) UCC Waiver. (d) If Pledgee Trustee fails to receive (i) PledgorBorrower’s acceptance of a Strict Foreclosure Proposal and UCC Waiver Waiver, or (ii) acknowledgements from all Interested Parties of acceptance of the Strict Foreclosure Agreement or the Strict Foreclosure Proposal, as applicable) and their respective UCC Waivers, within ten two (102) Business Days of receipt of the notice periods specified in subsections Subsections (b) and (c) above (collectively the “Notice Period”), then Pledgor, or such other Interested Party, as applicable, shall be deemed to have objected to the Strict Foreclosure Agreement or the Strict Foreclosure Proposal, as applicable. (e) Notwithstanding the acceptance of either a Strict Foreclosure Agreement or a Strict Foreclosure Proposal by Pledgor and each Interested Party within the applicable Notice Period, Pledgor and Pledgee Trustee shall not be required to consummate such transfer of the Pledged Collateral unless and until (i) twenty (20) days have elapsed after the delivery of such acceptance and, (ii) any Interested Party shall have not paid and satisfied the Guaranteed Obligations in full within such twenty (20) day period as contemplated under Section 9-623 of the Code UCC (a “Redemption”). If a Redemption is consummated, XxxxxxxPledgor’s acceptance shall be deemed to have been revoked with the consent of PledgeeTrustee. (f) If all the conditions specified in subsections Subsections (a) through (ef) of this Section 12 8.06 have been satisfied, Pledgor Pledgor, and Pledged Entity each Distributing Entity, shall fully cooperate, at their sole expense, in all matters deemed reasonably necessary by Pledgee Trustee to effect such transfer of ownership on the records of Pledged the applicable Distributing Entity in accordance with any applicable requirements of the operating agreement constituent documents of Pledged such Distributing Entity and/or the Guaranty Documentsasset documents. Such cooperation shall include using Pledgor’s commercially reasonable best efforts to assist Pledgee Trustee in obtaining any necessary review, approvals and other administrative action from Pledged such Distributing Entity, Trustee, any applicable rating agenciesRating Agencies, and any other Personmaster or special servicer of the asset. Such assistance shall include at PledgeeTrustee’s request (given with reasonable advance notice by Pledgee) (i) attending all meetings with, and providing applicable all related financial and operational documents and materials to, such third parties, and (ii) providing such assurances and executing such documentation as is reasonably required by such third parties or Pledgee to effect such transfer and which, in each case, is customarily provided in connection with such a Strict Foreclosure Agreement or an accepted Strict Foreclosure Proposaltransfer.

Strict Foreclosure. (a) Pledgee 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 Guaranteed Obligations Debt in accordance with the procedures specified in Section 9-620 of the CodeUCC. (b) In the case of a Strict Foreclosure Proposal, Pledgor shall, within sixty ten (6010) days Business Days of Pledgor’s receipt of the Strict Foreclosure Proposal, indicate Pledgor’s (i) acceptance or rejection of such Strict Foreclosure Proposal Proposal, and (ii) waiver of any right to redeem the Collateral pursuant to Section 9-624(c) of the Code UCC (“UCC Waiver”). XxxxxxxPledgor’s indication of acceptance of a Strict Foreclosure Proposal shall be made by delivering a notice in a form substantially identical to the form attached hereto as Exhibit B.C. (c) Pledgee Lender shall notify any guarantor, any other creditor with perfected lien rights in the Collateral, and any other Person entitled to notice under Section 9-621 of the Code UCC (each an “Interested Party” and collectively “Interested Parties”) of any Strict Foreclosure Agreement or Strict Foreclosure Proposal. Such Interested Party shall, within ten (10) Business Days of receipt of notice thereof, indicate its (i) acceptance or rejection of the Strict Foreclosure Agreement or the Strict Foreclosure Proposal, and (ii) UCC Waiver. (d) If Pledgee Lender fails to receive (i) Pledgor’s acceptance of a Strict Foreclosure Proposal and UCC Waiver or (ii) acknowledgements from all Interested Parties of acceptance of the Strict Foreclosure Agreement or the Strict Foreclosure Proposal, as applicable) and their respective UCC Waivers, within ten (10) Business Days of receipt of the notice periods specified in subsections Subsections (b) and (c) above (collectively the “Notice Period”), then Pledgor, or such other Interested Party, as applicable, shall be deemed to have objected to the Strict Foreclosure Agreement or the Strict Foreclosure Proposal, as applicable. (e) Notwithstanding the acceptance of either a Strict Foreclosure Agreement or a Strict Foreclosure Proposal by Pledgor and each Interested Party within the applicable Notice Period, Pledgor and Pledgee Lender shall not be required to consummate such transfer of the Collateral unless and until (i) twenty (20) days have elapsed after the delivery of such acceptance and, (ii) any Interested Party shall have not paid and satisfied the Guaranteed Obligations Debt in full within such twenty (20) day period as contemplated under Section 9-623 of the Code UCC (a “Redemption”). If a Redemption is consummated, XxxxxxxPledgor’s acceptance shall be deemed to have been revoked with the consent of PledgeeLender. (f) If all the conditions specified in subsections Subsections (a) through (e) of this Section 12 5.6 have been satisfied, Pledgor and each Pledged Entity shall fully cooperate, at their sole expense, in all matters deemed reasonably necessary by Pledgee Lender to effect such transfer of ownership on the records of such Pledged Entity in accordance with any applicable requirements of the operating agreement Organizational Agreement of such Pledged Entity and/or the Guaranty Mortgage Loan Documents. Such cooperation shall include using Pledgor’s commercially reasonable best efforts to assist Pledgee Lender in obtaining any necessary review, approvals and other administrative action from such Pledged Entity, Mortgage Lender, any applicable rating agenciesRating Agencies, and any other Personmaster or special servicer of the Mortgage Loan. Such assistance shall include at PledgeeLender’s request (given with reasonable advance notice by Pledgee) (i) attending meetings with, and providing applicable all related financial and operational documents and materials to, such third parties, and (ii) providing such assurances and executing such documentation as is reasonably required by such third parties or Pledgee Lender to effect such transfer and which, in each case, is customarily provided in connection with such a Strict Foreclosure Agreement or an accepted Strict Foreclosure Proposaltransfer.