Prior Asset Pledges/Sales Sample Clauses

Prior Asset Pledges/Sales. No Purchased Asset has been pledged as collateral to any lender in connection with any loan or sold to any buyer in connection with a repurchase or other facility. LEGAL_US_E # 160815361.8 EXHIBIT VI ADVANCE PROCEDURES
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Prior Asset Pledges/Sales. No Mortgage Asset has been pledged as collateral to any lender in connection with any loan or sold to any buyer in connection with a repurchase or other facility. Schedule D Schedule D-1(a) to Schedule D Exceptions to Representations and Warranties Schedule D Schedule D-1(b) to Schedule D Existing Mezzanine Debt Schedule D Schedule D-1(c) to Schedule D Future Mezzanine Debt Schedule D Schedule D-1(d) to Schedule D Crossed Mortgage Loans Schedule D EXHIBIT A [FORM OF] CLASS A LENDER PROMISSORY NOTE DUE 2025 Original Principal Amount: $[] Maximum Principal Amount: $[] + Additional Class A Loans made pursuant to the Indenture and Credit Agreement, as listed in Schedule I hereto. Issuance Date: September 3, 2020 Stated Maturity Date: As defined in the Indenture and Credit Agreement FOR VALUE RECEIVED, Terra Mortgage Capital I, LLC (the “Issuer”) hereby promises to pay to Gxxxxxx Sxxxx Bank USA or its registered assigns (the “Class A Lender”), in accordance with the provisions of the Indenture and Credit Agreement (as hereinafter defined), the principal amount equal to the Class A Loan plus such other amount as may be agreed by the Issuer and the Class A Lender pursuant to the Indenture and Credit Agreement, dated as of September 3, 2020 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Indenture and Credit Agreement”; the terms defined therein being used herein as therein defined), by and among the Issuer, Wxxxx Fargo Bank, National Association, as collateral agent (in such capacity, the “Collateral Agent”), as loan agent (in such capacity, the “Loan Agent”), as note administrator (in such capacity, the “Note Administrator”), as custodian (in such capacity, the “Custodian”), and as trustee (in such capacity, the “Trustee”) and Gxxxxxx Sxxxx Bank USA, as the Class A lender (in such capacity, the “Class A Lender”). The obligations of the Issuer under this Class A Lender Promissory Note and the Indenture and Credit Agreement are non-recourse obligations of the Issuer payable solely from the Mortgage Assets and other Collateral pledged by the Issuer as security for the Debt under the Indenture and Credit Agreement, and in the event the Mortgage Assets and such other Collateral are insufficient to satisfy such obligations, any claims of the Holders of the Debt shall be extinguished, all in accordance with the Indenture and Credit Agreement. The Issuer promises to pay interest on the unpaid principal amount of the...
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Related to Prior Asset Pledges/Sales

  • Sale and Transfer of Assets Subject to and in accordance with the terms and conditions of this Agreement, at the Closing on the Closing Date (as defined below) Seller shall convey, transfer, deliver and assign to Buyer, and Buyer shall accept from Seller all of the assets, rights, privileges and interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily in connection with the ownership, operation and management of the Business, including without limitation (collectively, the "ASSETS"):

  • Negative Pledges Each of the Company and any Restricted Subsidiary shall not agree or covenant with any Person to restrict in any way its ability to grant any Lien on its assets in favor of the Lenders, other than pursuant to any intercreditor agreement contemplated by this agreement, and except that this Section 10.10 shall not apply to:

  • Sale and Leaseback The Borrower will not enter into any arrangement, directly or indirectly, with any other Person whereby the Borrower shall sell or transfer any real or personal property, whether now owned or hereafter acquired, and then or thereafter rent or lease as lessee such property or any part thereof or any other property which the Borrower intends to use for substantially the same purpose or purposes as the property being sold or transferred.

  • Certain Sales of Pledged Collateral (a) Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that, except as may be required by applicable law, the Collateral Agent shall have no obligation to engage in public sales.

  • No Pledge This Agreement shall not be deemed to represent a pledge of any interest in the Mortgage Loan by the Noteholders. Except as otherwise provided in this Agreement and the Servicing Agreement, no Non-Lead Noteholder shall have any interest in any property taken as security for the Mortgage Loan, provided, however, that if any such property or the proceeds of any sale, lease or other disposition thereof shall be received, then each Non-Lead Noteholder shall be entitled to receive its share of such application in accordance with the terms of this Agreement and/or the Servicing Agreement.

  • INCOME FROM IMMOVABLE PROPERTY 1. Income derived by a resident of a Contracting State from immovable property (including income from agriculture or forestry) situated in the other Contracting State may be taxed in that other State.

  • Sale of Pledged Collateral Upon the occurrence of an Event of Default and during the continuation thereof, without limiting the generality of this Section and without notice, the Administrative Agent may, in its sole discretion, sell or otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, in one or more parcels, at public or private sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such other terms as the Administrative Agent may deem commercially reasonable, for cash, credit or for future delivery or otherwise in accordance with applicable law. To the extent permitted by law, any holder of the Secured Obligations may in such event bid for the purchase of such securities. Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not been waived by such Pledgor, any requirement of reasonable notice shall be met if notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed postage prepaid to such Pledgor in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten (10) days before the time of such sale. The Administrative Agent shall not be obligated to make any sale of Pledged Collateral of such Pledgor regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

  • Continuing Security Interest; Transfer of Notes This Security Agreement shall create a continuing security interest in the Collateral and shall

  • Transfers Intended as Sale; Security Interest (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and conveyances rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables.

  • Sale and Leasebacks The Borrower will not enter into --------------------- any arrangement, directly or indirectly, with any Person whereby the Borrower shall sell or transfer any of its Property, whether now owned or hereafter acquired, and whereby the Borrower shall then or thereafter rent or lease such Property or any part thereof or other Property that the Borrower intends to use for substantially the same purpose or purposes as the Property sold or transferred.

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