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 (ia) 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 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 Underlying Collateral Acquired REO Property shall be taken and held in the name of an Ownership Entity; provided, whether already in existence or formed by Debtor however, that for such purposeany Acquired REO Property with respect to which there exists any Environmental Hazard, provided that each the Ownership Entity that holds such Acquired REO Property may only hold title only to a single property constituting Underlying Collateral such Acquired REO Property (and no other Acquired REO Property). (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 Acquired REO Property with respect to which there exists any Environmental Hazard. Prior to 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 Manager shall (or, with respect to any Acquired REO Property included in the SFR Assets, may, but shall not be required to) (i) cause a Site Assessment to be conducted with respect to such Acquired REO Property; provided, that the Company (and the applicable Ownership Entity) may rely on a third-party Site Assessment conducted within one year prior to acquiring title so long as the Company (and the applicable Ownership Entity) has obtained all relevant updates within one hundred and eighty days prior to acquiring title, and taken applicable further action, so as to be deemed to have satisfied, and such prior third-party Site Assessment otherwise is permitted to be relied upon to satisfy, the United States Environmental Protection Agency’s “All Appropriate Inquiries” standards, set forth in 40 C.F.R. § 312, for meeting the “Bona Fide Prospective Purchaser” and “Innocent Purchaser” defenses under CERCLA, 42 U.S.C. §§ 9601, 9607, and (ii) if the actions taken by the Manager pursuant to clause (i) will not suffice for the applicable Ownership Entity to be deemed, at the time of such acquisition of title, to have satisfied such “All Appropriate Inquiries” standards, make a determination specifically with respect to such Acquired REO Property that refraining from taking such other or further action as would so suffice to meet such “All Appropriate Inquiries” standards is in accordance with the Servicing Standard. The costs of any Site Assessment (or relevant updates) conducted or obtained pursuant to the foregoing shall be deemed to be Servicing Expenses (or Interim Servicing Expenses) as long as such costs were not paid to any Affiliate of the Manager, or any Affiliate of the Servicer or any Sub-Servicer. (c) The Company shall be the sole member of each Ownership Entity and each Ownership Entity shall be wholly owned by the Company. The purposes of the each Ownership Entity shall be to hold the Acquired Property pending sale, to complete applicable permitted construction of any such Acquired Property and to operate the Acquired Property as efficiently as possible in order to minimize financial loss to Debtor the Company and Collateral Agent the Initial Member and to sell the Acquired REO Property as promptly as practicable in a way designed to minimize financial loss to Debtor the Company and the Collateral AgentInitial Member. (d) 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), the Company shall obtain (or 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. (e) With respect to any particular Acquired REO Property (to the extent consisting of real property), the Manager shall, from and after the acquisition of title thereto by an Ownership Entity, take (or cause to be taken) such action as is necessary so that such Ownership Entity retains, with respect to such Acquired REO Property, the benefit of (i) the secured lender exemption under CERCLA, 42 U.S.C. § 9601, and (ii) to the extent that the Company or such Ownership Entity, as the case may be, had the benefit of either such defense at the time of such acquisition of title, the “Bona Fide Prospective Purchaser” or “Innocent Purchaser” defenses under CERCLA, 42 U.S.C. §§ 9601, 9607, in the case of each caseof (i) and (ii) unless and to the extent that the Manager makes a determination that refraining from taking such action is in accordance with the Servicing Standard, provided that this Section 12.17(e) shall apply with respect to any Acquired REO Property included in conformity the SFR Assets only if the Manager (or any Servicer or Sub-Servicer) has reason to believe that an Environmental Hazard may exist with any applicable Business Planrespect to such Acquired REO Property.

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 (ia) 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 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 Underlying Collateral Acquired REO Property shall be taken and held in the name of an Ownership Entity; provided, whether already in existence or formed by Debtor however, that for such purposeany Acquired REO Property with respect to which there exists any Environmental Hazard, provided that each the Ownership Entity that holds such Acquired REO Property may only hold title only to a single property constituting Underlying Collateral the relevant Acquired 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 Acquired REO Property with respect to which there exists any Environmental Hazard. Prior to acquisition of title to any Acquired 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 Acquired REO Property either (i) a Transaction Screen Process consistent with ASTM Standard E 1528-06, by an environmental professional or (ii) such other Site Assessment, and the cost of such Site Assessment shall be deemed to be a Servicing Expense (or Interim Servicing Expense) as long as the costs for such Site Assessment were not paid to any Affiliate of the Manager, or any Affiliate of the Servicer or any Subservicer. (c) The Company shall be the sole member of any Ownership Entity. The purposes of the each Ownership Entity shall be to hold the Acquired Property pending sale, to complete applicable permitted construction of any such Acquired Property and to operate the Acquired Property as efficiently as possible in order to minimize financial loss to Debtor the Company and Collateral Agent the Required Consenting Parties, and to sell the Acquired REO Property as promptly as practicable in a way designed to minimize financial loss to Debtor the Company and the Collateral Agent, in each case, in conformity with any applicable Business PlanRequired Consenting Parties.

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.

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. 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 (ia) 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 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 Underlying Collateral Acquired REO Property shall be taken and held in the name of an Ownership Entity; provided, whether already in existence or formed by Debtor however, that for such purposeany Acquired REO Property with respect to which there exists any Environmental Hazard, provided that each the Ownership Entity that holds such Acquired REO Property may only hold title only to a single property constituting Underlying Collateral the relevant Acquired 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 Acquired REO Property with respect to which there exists any Environmental Hazard. Prior to acquisition of title to any Acquired 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 Acquired REO Property either (i) a Transaction Screen Process consistent with ASTM Standard E 1528-06, by an environmental professional or (ii) such other Site Assessment, and the cost of such Site Assessment shall be deemed to be a Servicing Expense as long as the costs for such Site Assessment were not paid to any Affiliate of the Manager, or any Affiliate of the Servicer or any Subservicer. (c) The Company shall be the sole member of any Ownership Entity. The purposes of the each Ownership Entity shall be to hold the Acquired Property pending sale, to complete applicable permitted construction of any such Acquired Property and to operate the Acquired Property as efficiently as possible in order to minimize financial loss to Debtor the Company and Collateral Agent the Required Consenting Parties, and to sell the Acquired REO Property as promptly as practicable in a way designed to minimize financial loss to Debtor the Company and the Collateral Agent, in each case, in conformity with any applicable Business PlanRequired Consenting Parties.