Common use of Acquisition of Acquired Property Clause in Contracts

Acquisition of Acquired Property. Any acquisition of Collateral must conform with the terms and conditions of this Agreement (including the Servicing Obligations of the Servicer). With respect to any Asset as to which the Servicer has received actual notice of, or has actual knowledge of, any Environmental Hazard with respect to the related Collateral, the Servicer must immediately provide written notice of same to the Manager. In addition, if the Manager so directs (and if required pursuant to the LLC Operating Agreement), prior to the acquisition of title (whether by foreclosure, deed in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, or otherwise) to any Acquired REO Property, the Servicer must cause a Site Assessment to be commissioned with respect to such Collateral, and the costs of such Site Assessment will be deemed to be Servicing Expenses as long as such costs were not paid to any Affiliate of the Manager or any Affiliate of the Servicer or any Subservicer. Except as is otherwise directed by the Manager, the Servicer or any Subservicer must not acquire or otherwise cause the Company or any Subsidiary or other entity in which the Company owns any interest to acquire all or any portion of any Collateral having any actual or threatened Environmental Hazard by foreclosure, deed in lieu of foreclosure, power of sale or sale pursuant to the UCC or otherwise. If title to any Collateral that constitutes real property is to be acquired by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant to the UCC, or otherwise, title to such Acquired REO Property will be taken by and held in the name of one or more Ownership Entities; provided, however, that for any Collateral which becomes Acquired REO Property after the applicable Servicing Transfer Date which contains an Environmental Hazard, the Ownership Entity that holds such Acquired REO Property may not hold title to any other Acquired REO Property. In connection with any such acquisition of title to Acquired Property by the Company (or any Ownership Entity) occurring after the Closing Date (by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, or otherwise), and subject to applicable instructions from the Manager, the Servicer will obtain (or will have obtained), during the period commencing six months prior to such acquisition and ending on the earlier of (i) sixty days after such acquisition or (ii) such earlier date as may be required in connection with the relevant exercise of remedies so as to comply with applicable Law and preserve rights to collect any Deficiency Balance), an updated Appraisal for determination of the Appraised Value (to serve as the basis for the initial Net Fair Value) of such Acquired Property.

Acquisition of Acquired Property. Any acquisition of Underlying Collateral must shall conform with the terms and conditions of this Agreement (including the Servicing Obligations of the Servicer). With respect to any Asset Loan as to which the Servicer has received actual notice of, or has actual knowledge of, any Environmental Hazard with respect to the related Underlying Collateral, the Servicer must shall immediately provide written notice of same to the Manager. In addition, if the Manager so directs (and if required pursuant to the LLC Operating Agreement)directs, prior to the acquisition of title (whether by foreclosure, deed in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, or otherwise) to any Acquired REO PropertyUnderlying Collateral, the Servicer must shall cause a Site Assessment to be commissioned with respect to such CollateralUnderlying Collateral (i) a Transaction Screen Process consistent with ASTM Standard E 1528­ 06, by an environmental professional or (ii) such other site inspections and assessments by a Person who regularly conducts environmental audits using customary industry standards as would customarily be undertaken or obtained by a prudent lender in order to ascertain whether there are any actual or threatened Environmental Hazards (a “Site Assessment”), and the costs cost of such Site Assessment will shall be deemed to be a Servicing Expenses Expense as long as the costs for such costs Site Assessment were not paid to any Affiliate of the Manager or any Affiliate of the Servicer or any Subservicer. Except as is otherwise directed by the Manager, the Servicer or any Subservicer must shall not acquire or otherwise cause the Company or any Subsidiary subsidiary or other entity in which the Company owns any interest to acquire all or any portion of any Underlying Collateral having any actual or threatened Environmental Hazard by foreclosure, deed in lieu of foreclosure, power of sale or sale pursuant to the UCC Uniform Commercial Code or otherwise. If title to any Underlying Collateral that constitutes real property is to be acquired by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant to the UCCUniform Commercial Code, or otherwise, title to such Acquired REO Property will shall be taken by and held in the name of one or more an Ownership EntitiesEntity; provided, however, that for any Underlying Collateral which becomes Acquired REO Property after the applicable Servicing Transfer Date relating thereto and with respect to which contains an there exists any Environmental Hazard, the Ownership Entity that holds such Acquired REO Property Underlying Collateral may not hold title to any other Acquired REO Property. In connection with any such acquisition of title to Acquired Property by the Company (or any Ownership Entity) occurring after the Closing Date (by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant only to the Uniform Commercial Code, or otherwise), and subject relevant Underlying Collateral with respect to applicable instructions from which the Manager, the Servicer will obtain (or will have obtained), during the period commencing six months prior to such acquisition and ending on the earlier of (i) sixty days after such acquisition or (ii) such earlier date as may be required in connection with the relevant exercise of remedies so as to comply with applicable Law and preserve rights to collect any Deficiency Balance), an updated Appraisal for determination of the Appraised Value (to serve as the basis for the initial Net Fair Value) of such Acquired PropertyEnvironmental Hazard exists.

Acquisition of Acquired Property. Any acquisition of Collateral must shall conform with the terms and conditions of this Agreement (including the Servicing Obligations of the Servicer). With respect to any Asset Loan as to which the Servicer has received actual notice of, or has actual knowledge of, any Environmental Hazard with respect to the related Collateral, the Servicer must shall immediately provide written notice of same to the Manager. In addition, if the Manager so directs (and if required pursuant to the LLC Operating Agreement)directs, prior to the acquisition of title (whether by foreclosure, deed in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, or otherwise) to any Acquired REO PropertyCollateral, the Servicer must shall cause a Site Assessment to be commissioned with respect to such CollateralCollateral (i) a Transaction Screen Process consistent with ASTM Standard E 1528-06, by an environmental professional or (ii) such other site inspections and assessments by a Person who regularly conducts environmental audits using customary industry standards as would customarily be undertaken or obtained by a prudent lender in order to ascertain whether there are any actual or threatened Environmental Hazards (a “Site Assessment”), and the costs cost of such Site Assessment will shall be deemed to be a Servicing Expenses Expense as long as the costs for such costs Site Assessment were not paid to any Affiliate of the Manager or any Affiliate of the Servicer or any Subservicer. Except as is otherwise directed by the Manager, the Servicer or any Subservicer must shall not acquire or otherwise cause the Company or any Subsidiary subsidiary or other entity in which the Company owns any interest to acquire all or any portion of any Collateral having any actual or threatened Environmental Hazard by foreclosure, deed in lieu of foreclosure, power of sale or sale pursuant to the UCC Uniform Commercial Code or otherwise. If title to any Collateral that constitutes real property is to be acquired by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant to the UCCUniform Commercial Code, or otherwise, title to such Acquired REO Property will shall be taken by and held in the name of one or more an Ownership EntitiesEntity; provided, however, that for any Collateral which becomes Acquired REO Property after the applicable Servicing Transfer Date relating thereto and with respect to which contains an there exists any Environmental Hazard, the Ownership Entity that holds such Acquired REO Property Collateral may not hold title to any other Acquired REO Property. In connection with any such acquisition of title to Acquired Property by the Company (or any Ownership Entity) occurring after the Closing Date (by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant only to the Uniform Commercial Code, or otherwise), and subject relevant Collateral with respect to applicable instructions from which the Manager, the Servicer will obtain (or will have obtained), during the period commencing six months prior to such acquisition and ending on the earlier of (i) sixty days after such acquisition or (ii) such earlier date as may be required in connection with the relevant exercise of remedies so as to comply with applicable Law and preserve rights to collect any Deficiency Balance), an updated Appraisal for determination of the Appraised Value (to serve as the basis for the initial Net Fair Value) of such Acquired PropertyEnvironmental Hazard exists.

Acquisition of Acquired Property. Any acquisition of Underlying Collateral must shall conform with the terms and conditions of this Agreement (including the Servicing Obligations of the Servicer). With respect to any Asset Loan as to which the Servicer has received actual notice of, or has actual knowledge of, any Environmental Hazard with respect to the related Underlying Collateral, the Servicer must shall immediately provide written notice of same to the Manager. In addition, if the Manager so directs (and if required pursuant to the LLC Operating Agreement)directs, prior to the acquisition of title (whether by foreclosure, deed in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, or otherwise) to any Acquired REO PropertyUnderlying Collateral, the Servicer must shall cause a Site Assessment to be commissioned with respect to such CollateralUnderlying Collateral (i) a Transaction Screen Process consistent with ASTM Standard E 1528- 06, by an environmental professional or (ii) such other site inspections and assessments by a Person who regularly conducts environmental audits using customary industry standards as would customarily be undertaken or obtained by a prudent lender in order to ascertain whether there are any actual or threatened Environmental Hazards (a “Site Assessment”), and the costs cost of such Site Assessment will shall be deemed to be a Servicing Expenses Expense as long as the costs for such costs Site Assessment were not paid to any Affiliate of the Manager or any Affiliate of the Servicer or any Subservicer. Except as is otherwise directed by the Manager, the Servicer or any Subservicer must shall not acquire or otherwise cause the Company or any Subsidiary subsidiary or other entity in which the Company owns any interest to acquire all or any portion of any Underlying Collateral having any actual or threatened Environmental Hazard by foreclosure, deed in lieu of foreclosure, power of sale or sale pursuant to the UCC Uniform Commercial Code or otherwise. If title to any Underlying Collateral that constitutes real property is to be acquired by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant to the UCCUniform Commercial Code, or otherwise, title to such Acquired REO Property will shall be taken by and held in the name of one or more an Ownership EntitiesEntity; provided, however, that for any Underlying Collateral which becomes Acquired REO Property after the applicable Servicing Transfer Date relating thereto and with respect to which contains an there exists any Environmental Hazard, the Ownership Entity that holds such Acquired REO Property Underlying Collateral may not hold title to any other Acquired REO Property. In connection with any such acquisition of title to Acquired Property by the Company (or any Ownership Entity) occurring after the Closing Date (by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant only to the Uniform Commercial Code, or otherwise), and subject relevant Underlying Collateral with respect to applicable instructions from which the Manager, the Servicer will obtain (or will have obtained), during the period commencing six months prior to such acquisition and ending on the earlier of (i) sixty days after such acquisition or (ii) such earlier date as may be required in connection with the relevant exercise of remedies so as to comply with applicable Law and preserve rights to collect any Deficiency Balance), an updated Appraisal for determination of the Appraised Value (to serve as the basis for the initial Net Fair Value) of such Acquired PropertyEnvironmental Hazard exists.

Acquisition of Acquired Property. (a) Any acquisition of Underlying Collateral must shall conform with the terms and conditions of this Agreement (including the Servicing Obligations of the Servicer). With respect to any Asset Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, any Environmental Hazard with respect to the related Underlying Collateral, the Servicer must shall immediately provide written notice of same to the Manager. In additionExcept as otherwise directed by the Manager, if the Manager so directs (and if required Servicer shall not acquire or otherwise cause the Company or any subsidiary or other entity in which the Company owns any interest to acquire all or any portion of any Underlying Collateral having any actual or threatened Environmental Hazard known to the Servicer by foreclosure, deed in lieu of foreclosure, power of sale or sale pursuant to the LLC Operating Agreement), prior Uniform Commercial Code or otherwise. Prior to the acquisition of title to any commercial REO Property (whether by foreclosure, deed in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, or otherwise) to any Acquired REO Property), the Servicer must cause a Site Assessment to be commissioned with respect to such Collateralshall, and the costs of such Site Assessment will be deemed to be Servicing Expenses as long as such costs were not paid to any Affiliate of the Manager or any Affiliate of the Servicer or any Subservicer. Except as is otherwise directed by the Manager, the Servicer or any Subservicer must not acquire or otherwise cause the Company or any Subsidiary or other entity in which the Company owns any interest to acquire all or any portion of any Collateral having any actual or threatened Environmental Hazard by foreclosure, deed in lieu of foreclosure, power of sale or sale pursuant prior to the UCC or otherwise. If title to any Collateral that constitutes real property is to be acquired by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant to the UCC, or otherwise, title to such Acquired REO Property will be taken by and held in the name of one or more Ownership Entities; provided, however, that for any Collateral which becomes Acquired REO Property after the applicable Servicing Transfer Date which contains an Environmental Hazard, the Ownership Entity that holds such Acquired REO Property may not hold title to any other Acquired REO Property. In connection with any such acquisition of title to Acquired any residential REO Property by the Company (or any Ownership Entity) occurring after the Closing Date (whether by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, or otherwise), and subject to applicable instructions from the Manager, the Servicer will obtain (or will have obtained), during the period commencing six months prior may cause to be commissioned with respect to such acquisition and ending on the earlier of REO Property either (i) sixty days after such acquisition a Transaction Screen Process consistent with ASTM Standard E 1528-06, by an environmental professional or (ii) such earlier date other site inspections and assessments by a Person who regularly conducts environmental audits using customary industry standards as may would customarily be required undertaken or obtained by a prudent lender in connection with the relevant exercise of remedies so as order to comply with applicable Law and preserve rights to collect ascertain whether there are any Deficiency Balanceactual or threatened Environmental Hazards (a “Site Assessment”), an updated Appraisal and the cost of such Site Assessment shall be deemed to be a Servicing Expense as long as the costs for determination such Site Assessment were not paid to any Affiliate of the Appraised Value (to serve as Manager, or any Affiliate of the basis for the initial Net Fair Value) of such Acquired Property.Servicer or any Subservicer

Acquisition of Acquired Property. Any acquisition of Collateral must shall conform with the terms and conditions of this Agreement (including the Servicing Obligations of the Servicer). With respect to any Asset as to which the Servicer has received actual notice of, or has actual knowledge of, any Environmental Hazard with respect to the related Collateral, the Servicer must shall immediately provide written notice of same to the Manager. In addition, if the Manager so directs (and if required pursuant to the LLC Operating Agreement), prior to the acquisition of title (whether by foreclosure, deed in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, or otherwise) to any Acquired REO Property, the Servicer must shall cause a Site Assessment to be commissioned with respect to such Collateral, and the costs of such Site Assessment will shall be deemed to be Servicing Expenses as long as such costs were not paid to any Affiliate of the Manager or any Affiliate of the Servicer or any SubservicerSub- Servicer. Except as is otherwise directed by the Manager, the Servicer or any Subservicer must Sub-Servicer shall not acquire or otherwise cause the Company or any Subsidiary or other entity in which the Company owns any interest to acquire all or any portion of any Collateral having any actual or threatened Environmental Hazard by foreclosure, deed in lieu of foreclosure, power of sale or sale pursuant to the UCC or otherwise. If title to any Collateral that constitutes real property is to be acquired by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant to the UCC, or otherwise, title to such Acquired REO Property will shall be taken by and held in the name of one or more an Ownership EntitiesEntity; provided, however, that for any Collateral which becomes Acquired REO Property after the applicable Servicing Transfer Date which contains an Environmental Hazard, the Ownership Entity that holds such Acquired REO Property may not hold title to any other Acquired REO Property. In connection with any such acquisition of title to Acquired Property by the Company (or any Ownership Entity) occurring after the Closing Date (by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, or otherwise), and subject to applicable instructions from the Manager, the Servicer will shall obtain (or will shall have obtained), during the period commencing six months prior to such acquisition and ending on the earlier of (i) sixty days after such acquisition or (ii) such earlier date as may be required in connection with the relevant exercise of remedies so as to comply with applicable Law and preserve rights to collect any Deficiency Balance), an updated Appraisal for determination of the Appraised Value (to serve as the basis for the initial Net Fair Value) of such Acquired Property.

Acquisition of Acquired Property. Any acquisition of Collateral must shall conform with the terms and conditions of this Agreement (including the Servicing Obligations of the Servicer). With respect to any Asset as to which the Servicer has received actual notice of, or has actual knowledge of, any Environmental Hazard with respect to the related Collateral, the Servicer must shall immediately provide written notice of same to the Manager. In addition, if the Manager so directs (and if required pursuant to the LLC Operating Agreement)directs, prior to the acquisition of title (whether by foreclosure, deed in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, or otherwise) to any Acquired REO PropertyCollateral, the Servicer must shall cause a Site Assessment to be commissioned with respect to such CollateralCollateral (i) a transaction screen process consistent with ASTM Standard E 1528-06, by an environmental professional or (ii) such other site inspections and assessments by a Person who regularly conducts environmental audits using customary industry standards as would customarily be undertaken or obtained by a prudent lender in order to ascertain whether there are any actual or threatened Environmental Hazards (a “Site Assessment”), and the costs cost of such Site Assessment will shall be deemed to be a Servicing Expenses Expense as long as the costs for such costs Site Assessment were not paid to any Affiliate of the Manager or any Affiliate of the Servicer or any Subservicer. Except as is otherwise directed by the Manager, the Servicer or any Subservicer must shall not acquire or otherwise cause the Company or any Subsidiary subsidiary or other entity in which the Company owns any interest to acquire all or any portion of any Collateral having any actual or threatened Environmental Hazard by foreclosure, deed in lieu of foreclosure, power of sale or sale pursuant to the UCC Uniform Commercial Code or otherwise. If title to any Collateral that constitutes real property is to be acquired by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant to the UCCUniform Commercial Code, or otherwise, title to such Acquired REO Property will shall be taken by and held in the name of one or more an Ownership EntitiesEntity; provided, however, that for any Collateral which becomes Acquired REO Property after the applicable Servicing Transfer Date relating thereto and with respect to which contains an there exists any Environmental Hazard, the Ownership Entity that holds such Acquired REO Property Collateral may not hold title to any other Acquired REO Property. In connection with any such acquisition of title to Acquired Property by the Company (or any Ownership Entity) occurring after the Closing Date (by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant only to the Uniform Commercial Code, or otherwise), and subject relevant Collateral with respect to applicable instructions from which the Manager, the Servicer will obtain (or will have obtained), during the period commencing six months prior to such acquisition and ending on the earlier of (i) sixty days after such acquisition or (ii) such earlier date as may be required in connection with the relevant exercise of remedies so as to comply with applicable Law and preserve rights to collect any Deficiency Balance), an updated Appraisal for determination of the Appraised Value (to serve as the basis for the initial Net Fair Value) of such Acquired PropertyEnvironmental Hazard exists.