Acquisition of Collateral. Nothing in this Section 3.2 or anything else in this Agreement shall be deemed to affirmatively require any Grantor to cause to be acquired all or any portion of any Underlying Collateral with respect to which there exists any Environmental Hazard. Prior to acquisition of title to any Underlying Collateral (whether by foreclosure, deed in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, or otherwise), Debtor shall cause to be commissioned with respect to such Underlying Collateral either (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 cost of such Site Assessment shall be reimbursable as if it were a Servicing Expense as long as the costs for such Site Assessment were not paid to any Affiliate of Debtor, or any Affiliate of any Servicer or subservicer. If title to any Underlying Collateral with respect to which there exists any Environmental Hazard is to be acquired by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, or otherwise, title to such Underlying Collateral shall be taken and held in the name of an Ownership Entity, whether already in existence or formed by Debtor for such purpose, provided that each Ownership Entity may only hold title to a single property constituting Underlying Collateral with respect to which there exists any Environmental Hazard. The purposes of the Ownership Entity shall be to hold the Acquired Property pending sale, to complete construction of such Acquired Property and to operate the Acquired Property as efficiently as possible in order to minimize financial loss to Debtor and Collateral Agent and to sell the Acquired Property as promptly as practicable in a way designed to minimize financial loss to Debtor and the Collateral Agent, in each case, in conformity with any applicable Business Plan.
Acquisition of Collateral. The Grantor shall not acquire any portion of the personal property, if any, covered by this Deed of Trust, subject to any security interest, conditional sales contract, title retention arrangement or other charge or lien taking precedence over the security title and lien of this Deed of Trust without the prior written consent of the Beneficiary.
Acquisition of Collateral. Borrower shall not acquire any portion of the personal property covered by this Deed subject to any security interest, conditional sales contract, title retention arrangement or other charge or lien taking precedence over the security title and lien of this Deed.
Acquisition of Collateral. Nothing in this Section 6.02 or anything else in this Agreement shall be deemed to affirmatively require the Company to cause to be acquired all or any portion of any Collateral with respect to which there exists any Environmental Hazards. Prior to acquisition of title to any Collateral (whether by foreclosure, deed in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, or otherwise), the Company shall cause to be commissioned with respect to such Collateral either (i) a Transaction Screen Process consistent with ASTM Standard E 1528-06, by an environmental professional or
Acquisition of Collateral. If the Administrative Agent (or its nominee or designee), on behalf of the Lenders, acquires the Opryland Hotel Florida or any other Collateral either by foreclosure or deed in lieu of foreclosure, then the Lenders agree to negotiate in good faith to reach agreement among themselves in writing relating to the ownership, operation, maintenance, marketing, and sale of the Opryland Hotel Florida. The Lenders agree that such agreement shall be consistent with the following:
(a) The Collateral will not be held as a long term investment but will be marketed in an attempt to sell the Collateral in a time period consistent with the regulations applicable to national banks for owning real estate. Current Appraisals of the Collateral shall be obtained by the Administrative Agent, such Appraisals shall be furnished to the Lenders from time to time during the ownership period at the Lenders' expense (without diminishing or releasing any obligation of Borrower or Parent Guarantor to pay for such costs) and an appraised value shall be established and updated from time to time based on such Appraisals.
(b) Decision-making with respect to the day to day operations of the Opryland Hotel Florida will be delegated to management and leasing agents. All agreements with such management and leasing agents will be subject to the approval of the Majority Lenders. All material decisions reserved to the owner in such agreements will also be subject to the approval of the Majority Lenders. The day to day supervision of such agents shall be done by the Administrative Agent.
(c) Except as provided in the immediately following sentence, all decisions as to whether to sell the Opryland Hotel Florida and any other Collateral shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" (as determined by the Administrative Agent in its discretion) offer for the purchase of the Opryland Hotel Florida or other Collateral which has been approved in writing by the Majority Lenders and such offer equals or exceeds one hundred percent (100%) of the most recent appraised values of the Opryland Hotel Florida and/or such other Collateral, as applicable, as established by an Appraisal or Appraisals that have been completed within six months of such offer, then the Administrative Agent is irrevocably authorized to accept such offer on behalf of all the Lenders.
(d) All expenses incurred by the Adm...
Acquisition of Collateral. If Collateral is acquired by a Lender by foreclosure sale or otherwise, at the option of such Lender, title may be taken in the name of such Lender or in the name of a corporation affiliated with such Lender or other nominee designated by such Lender, in any case, for the ratable benefit of both Lenders subject to the terms of this Agreement. Each Lender shall consult with the other Lender as to the general operation and disposition of any Collateral for which title has been acquired through foreclosure or otherwise. Neither Lender shall withhold its consent unreasonably in matters and decisions by the other Lender relating to the management, operation, or repair of the Collateral so acquired.
Acquisition of Collateral. (a) 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 Uniform Commercial Code, or otherwise, title to such REO Property shall be taken and held in the name of an Ownership Entity; provided, however, that for any REO Property with respect to which there exists any Environmental Hazard, the Ownership Entity that holds such REO Property may hold title only to the relevant REO Property with respect to which the Environmental Hazard exists.
(b) Nothing in this Article XII or anything else in this Agreement shall be deemed to affirmatively require the Manager to cause the Company to acquire all or any portion of any REO Property with respect to which there exists any Environmental Hazard. Prior to acquisition of title to any 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), the Manager shall cause to be commissioned with respect to such REO Property either (i) a Transaction Screen Process consistent with ASTM Standard E 1528-06, by an environmental professional or
Acquisition of Collateral. In the event any of the Collateral is acquired by Originator by foreclosure, conveyance in lieu of foreclosure, or otherwise in accordance with Section 6.1, at a time when both Originator and Participant have a Participation Interest in the 5 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT PDX/112816/141153/DLH/1385606.1 Loan, each shall have an undivided ownership interest in such Collateral in percentages equal to the respective principal amounts actually advanced by each, less any payments of principal returned to each. If Originator acquires or intends to acquire any Collateral at foreclosure sale in accordance with Section 6.1, Originator may credit bid all or a portion of the amount outstanding on the Loan, such bid to be allocated proportionately between Originator and Participant according to their respective Participation Interests. After title to any Collateral is acquired by Originator, Originator shall prepare a proposed joint ownership agreement concerning ownership, management, maintenance, repair or improvement of said Collateral, including cost estimates. Participant shall have the right to approve such proposal, such approval not to be unreasonably withheld. Such joint ownership agreement shall provide, and pending execution of the same the Parties agree, that during the period such Collateral is held by the Parties as owners (a) all income, expenses (including court costs and attorney fees) and liabilities arising out of the ownership, management and possession of said Collateral shall be shared proportionately in accordance with the ownership interest of each, (b) Originator and Participant each shall be required to consent to the terms and conditions relating to any disposition of such Collateral, which consent shall not be unreasonably withheld, and (c) in the event of disposition of such Collateral, the proceeds shall be divided prorata in accordance with the ownership interest of each. All Collateral acquired by foreclosure, deed in lieu of foreclosure, or other remedies shall be held by Originator for itself and for Participant according to their respective ownership interests.
Acquisition of Collateral. If title to any or all of the Collateral is now owned or hereafter acquired by B Participant by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant to the Uniform Commercial Code, or otherwise, title to all such Collateral so acquired shall be held in the name of a limited liability company or such other entity as may be approved by the B Participant (the “Ownership Entity”) (whether already in existence or formed by B Participant for such purpose), in which B Participant or its wholly-owned subsidiary or Affiliate shall be the sole managing member and in which B Participant (or its wholly-owned subsidiary or Affiliate) shall have a membership interest and A Participant shall have a membership interest that allows it to receive interest and principal payments in accordance with Sections 4 and 7D hereof. The purposes of the Ownership Entity shall be to hold the Collateral pending sale, complete construction of such Project, sell any Condo Units, and operate the Collateral as efficiently as possible in order to minimize financial loss to the Lenders and to sell the Collateral as promptly as practicable in a way designed to minimize financial loss to the Lenders. If so determined by B Participant, in its sole discretion, B Participant may cause its interest in any Ownership Entity, but not that of the A Participant, to be held through a Taxable REIT Subsidiary (as defined in the Tax Code) with respect to B Participant, and B Participant shall have the right to make the necessary elections under the Tax Code. Nothing in this Section 6C or anything else in this Agreement shall be deemed to affirmatively require B Participant to acquire all or any portion of the Collateral in the event of significant environmental contamination thereof.
Acquisition of Collateral. (a) In the event that, as a result of any Event of Default and the pursuit of any Enforcement Action, any of the Collateral is acquired or to be acquired on behalf of the Lenders, the provisions of this Section 10.6 shall govern the manner in which the Lenders shall acquire, own, operate, manage, administer, lease, and dispose of such Collateral.
(b) The Administrative Agent may, in its sole discretion, elect to hold title to the Collateral in an Affiliate of the Administrative Agent (the "Designee") which shall at all times following such acquisition be the designee of the Administrative Agent for the benefit of the Lenders with respect to the ownership, operation, management, administration, leasing, and disposition of the Collateral.
(c) As soon as reasonably practicable after the Requisite Lenders have approved the acquisition of any Collateral pursuant to Section 10.5, the Administrative Agent shall, in 109 117 consultation with the Co-Agents, prepare a "Post-Foreclosure Plan" which shall, among other things, contain (i) provisions by which operating budgets and capital improvement budgets are developed by the Administrative Agent and approved by the Requisite Lenders, (ii) provisions by which a Hotel management company or companies will be selected for the Collateral, subject to the approval of the Requisite Lenders and (iii) provisions for establishing and revising from time to time, upon approval of the Requisite Lenders, a plan for the marketing and disposition of the Collateral. Upon approval of the Post-Foreclosure Plan by the Requisite Lenders, the Administrative Agent shall be authorized to take (or elect not to take) any and all actions which the Administrative Agent would take (or not take) if it were the sole owner of the Collateral (provided, such actions are consistent with the Post-Foreclosure Plan), using the same diligence and care as customarily used by the Administrative Agent and/or its affiliates with respect to similar property held for its own account, subject only to the limitations, consents, approvals, and directions expressly provided for in the Post- Foreclosure Plan. Except as otherwise provided in a Post- Foreclosure Plan approved by the Requisite Lenders, the Administrative Agent shall not sell or otherwise dispose of any Collateral acquired by it or make any purchase money loan in connection with any sale of such Collateral, except with the prior approval of the Requisite Lenders.
(d) From time to time, but not less freq...
