Common use of Acquisition of Collateral Clause in Contracts

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. 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.