Common use of Acquisition of Collateral Clause in Contracts

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. Nothing in this Section 3.2 6.02 or anything else in this Agreement shall be deemed to affirmatively require any Grantor the Company to acquire or 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 the Company 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 assessments, if any, as would customarily be undertaken or obtained by a prudent lender servicing loans similar to the Loans and as would be customary for the jurisdiction in which the Collateral is located (including, for the avoidance of doubt, conducting no site inspections or assessments if consistent with the standards of this clause) 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 Related Person of Debtorthe Company, or any Affiliate Related Person of any the Servicer or subservicerany 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 a limited liability company or such other entity that is a Single Purpose Entity formed as a Subsidiary (as defined in the Company Operating Agreement) of the Company for such purpose (the “Ownership Entity, whether already in existence ”). The Company or formed by Debtor for such purpose, provided that each its wholly-owned Subsidiary or Affiliate shall be the sole managing member of any Ownership Entity may only hold title and the Participant shall have a participation interest in the Acquired Collateral held by the Ownership Entity that provides for it to a single property constituting Underlying receive its Participant’s Share in accordance with Section 4.01 as if the Acquired Collateral with respect to which there exists any Environmental Hazardwere held by the Company. The purposes of the Ownership Entity shall be to hold the Acquired Property Collateral pending sale, to complete construction of such Acquired Property Collateral, and to operate the Acquired Property Collateral as efficiently as possible in order to minimize financial loss to Debtor the Company and Collateral Agent the Participant and to sell the Acquired Property Collateral as promptly as practicable in a way designed to minimize financial loss to Debtor the Company and the Collateral AgentParticipant. Notwithstanding anything to the contrary contained herein, in each caseeither the Ownership Entity shall be a pass-through entity with no entity-level income tax obligations, in conformity with or the Participant’s Share shall be allocated before accrual or payment of any applicable Business Planincome tax due by such Ownership Entity, and the Company shall indemnify and hold harmless the Participant from and against any liability for any income taxes due by the Ownership Entity.

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 subservicerSubservicer. 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. 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. Except as otherwise directed by the Debtor, the Debtor shall not permit the Servicer or any Subservicer to acquire or otherwise cause the Debtor or any subsidiary or other entity in which the Debtor owns any interest to acquire all or any portion of any Collateral having any actual or threatened Environmental Hazard known to the Debtor by foreclosure, deed in lieu of foreclosure, power of sale or sale pursuant to the Uniform Commercial Code or otherwise. 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), the 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, 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 the Debtor, or any Affiliate of any Servicer or subservicerSubservicer. 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 the 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 the Debtor and the Collateral Agent and to sell the Acquired Property as promptly as practicable in a way designed to minimize financial loss to the Debtor and the Collateral Agent, in each case, in conformity with the Advance Facility Agreement and any applicable Business Plan.