Deed in Lieu of Foreclosure Clause Samples

Deed in Lieu of Foreclosure. Borrower shall not, and Borrower shall not cause, suffer or permit Mortgage Borrower to, enter into, execute, deliver, or consent to, as the case may be, any deed-in-lieu or consensual foreclosure with or for the benefit of Mortgage Lender or any of its Affiliates or designees unless (a) a Mortgage Loan Event of Default has occurred and is continuing, (b) Borrower has given Lender at least ninety (90) days prior written notice of its intent to execute, deliver or consent to, as the case may be, any deed-in-lieu, assignment-in-lieu or consensual foreclosure, and ( c) Lender has not commenced a UCC foreclosure sale in accordance with this Agreement or the other Loan Documents. Borrower shall not, and Borrower shall not cause, suffer or permit Mortgage Borrower to, enter into any consensual sale or other transaction in connection with the Mortgage Loan which could diminish, modify, terminate, impair or otherwise adversely affect the interests of Lender or Borrower in the Collateral or any portion thereof or any interest therein or the interests of Mortgage Lender or Mortgage Borrower in the Property or any portion thereof or any interest therein unless (a) a Mortgage Loan Event of Default has occurred and is continuing, (b) Borrower has given Lender at least ninety (90) days prior written notice of its intent to execute, deliver or consent to, as the case may be, any deed-in-lieu, assignment-in-lieu or consensual foreclosure, and ( c) Lender has not commenced a UCC foreclosure sale in accordance with this Agreement or the other Loan Documents.

Deed in Lieu of Foreclosure. If the Special Servicer --------------------------- pursues a deed in lieu of foreclosure pursuant to the authority granted to the Special Servicer by the terms and provisions of Section 3.10 (a) above, the Special Servicer will retain counsel to prepare appropriate documentation, execute and deliver such documentation on behalf of the Owner and may enter into an agreement with Mortgagor regarding payment of any deficiency. The actions described herein shall be taken by the Special Servicer in accordance with Accepted Servicing Practices or otherwise with the consent of the Owner. Title to such Mortgaged Property may be taken in the name of the Owner or its designee. Notwithstanding anything to the contrary contained herein, in connection with a deed in lieu of foreclosure, in the event the Special Servicer has reasonable cause to believe that a Mortgaged Property is an Environmental Problem Property as described in Section 3.10 (g) hereof, the Special Servicer shall notify the Owner of the existence of the Environmental Problem Property, describe such problem, make a recommendation to the Owner regarding handling such Environmental Problem Property and carry out the recommendation unless otherwise directed by the Owner in writing within five (5) Business Days after the Owner's receipt of such notice. In no event will the Special Servicer be required to acquire record title to an Environmental Problem Property. The Special Servicer will provide the services described in Section 3.10 (g) with respect to each Mortgaged Property for which a deed in lieu of foreclosure is received by the Special Servicer.

Deed in Lieu of Foreclosure. Without the express prior written consent of Lender, Borrower shall not, and shall not cause, suffer or permit Mezzanine Borrower to, enter into any deed-in-lieu or consensual foreclosure with or for the benefit of Mezzanine Lender or any of its affiliates. Without the express prior written consent of Lender, Borrower shall not, and shall not cause, suffer or permit Mezzanine Borrower to, enter into any consensual sale or other transaction in connection with the Mezzanine Loan which could diminish, modify, terminate, impair or otherwise adversely affect the interests of Lender or Borrower, the Property or any portion thereof or any interest therein or of Mezzanine Borrower in the Property or any portion thereof or any interest therein.

Deed in Lieu of Foreclosure. Without the express prior written consent of Lender, Borrower shall not, and Borrower shall not cause, suffer or permit Owner to, enter into any deed-in-lieu or consensual foreclosure with or for the benefit of Senior Lender or any of its affiliates. Without the express prior written consent of Lender, Borrower shall not, and Borrower shall not cause, suffer or permit Owner to, enter into any consensual sale or other transaction in connection with the Senior Loan which could diminish, modify, terminate, impair or otherwise adversely affect the interests of Lender or Borrower, the Collateral or any portion thereof or any interest therein or of Owner in the Property or portion thereof or any interest therein.

Deed in Lieu of Foreclosure. The Servicer may accept a deed-in-lieu of foreclosure, with the approval of the Owner, provided that: (a) Marketable title, as evidenced by a Title Insurance Policy, can be conveyed to and acquired by the Owner or its designee; and (b) The Servicer has obtained from the Borrower a written acknowledgment that the deed is being accepted as an accommodation to the Borrower and on the condition that the Mortgaged Premises will be transferred to the Owner that owns such Mortgage Loan free and clear of all claims, liens, encumbrances, attachments, reservations or restrictions except for those to which the Mortgaged Premises were subject at the time the Mortgaged Premises became subject to the lien of the Security Instrument. Upon acquisition of the Mortgaged Premises, the Servicer shall promptly notify the Owner in writing indicating the details of the transaction and reasons for the conveyance. Title shall be conveyed directly from the Borrower to the Owner, or to such other Person designated by the Owner.

Deed in Lieu of Foreclosure. Without the express prior written consent of Administrative Agent, Borrower shall not, and Borrower shall not cause, suffer or permit Mortgage Borrower to, enter into, execute, deliver, or consent to, as the case may be, any deed-in-lieu or other consensual foreclosure with or for the benefit of Mortgage Lender or any other Person; provided that, in the event that Borrower shall tender to Administrative Agent (for the benefit of Lender) an assignment-in-lieu of foreclosure of the Pledge Agreement in form and substance reasonably acceptable to Administrative Agent, and Administrative Agent (for the benefit of Lender) shall have declined to accept such tender (which Administrative Agent may do in its sole and absolute discretion, it being understood and agreed that failure of Administrative Agent to accept such assignment-in-lieu of foreclosure within sixty (60) days after Borrower’s tender shall be deemed to constitute Administrative Agent’s declining to accept such assignment-in-lieu), Borrower shall have the right, but not the obligation, to cause or permit Mortgage Borrower to tender to Mortgage Lender or its designee a deed-in-lieu of foreclosure of the Mortgage without the prior written consent of Administrative Agent (but without waiving or limiting any of Borrower’s other obligations or liabilities under this Agreement and the other Loan Documents).

Deed in Lieu of Foreclosure. As to any of the assets and properties subject to the Senior Liens (the “Collateral”), Senior Lender may at any time after the occurrence and during the continuance of a default under the Senior Debt accept a full or partial deed in lieu or assignment in lieu of foreclosure in its own name or in the name of its designee or nominee or otherwise.

Deed in Lieu of Foreclosure. The Lender may take a deed-in-lieu of fore- closure from the borrower when it will not result in a cost to the Government in excess of that expected for fore- closure.

Deed in Lieu of Foreclosure. The County Authority may accept from a Person with an interest in a tax delinquent property or Tax Reverted Property a deed conveying that Person’s interest in the property in lieu of the foreclosure or sale of the property as provided under Section 6 of the Land Bank Act.