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Impairments It is the intention of the First Lien Secured Parties of each Series that the holders of First Lien Obligations of such Series (and not the First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to Mortgaged Properties (as defined in the Credit Agreement) which applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such First Lien Obligations or the First Lien Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Company’s Accounting System The Company maintains a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
Depreciation The Company treats Memorabilia and Collectibles assets as collectible and therefore will not depreciate or amortize the SERIES #TraeYoungFlawlessBGS9 going forward. Schedules to Eighth Amendment to Limited Liability Company Agreement – Collectable Sports Assets, LLC – Page 71 of 99 SERIES #TraeYoungFlawlessBGS9 Sport Basketball Professional League NBA Player Trae Young Team Atlanta Hawks Year 2018 Memorabilia Type Trading Cards Manufacturer Panini Type Flawless Star Numbered 18 Subject Trae Young Authentication BGS Grade 9 Schedule XXV to Eighth Amendment to Collectable Sports Assets, LLC Amended and Restated Limited Liability Company Agreement Exhibit 78 Series Designation of #MAYS1959PSA9BASKET, a series of Collectable Sports Assets, LLC Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Collectable Sports Assets, LLC, as in effect as of the effective date set forth below (the “Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement. Name of Series #MAYS1959PSA9BASKET, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment January 26, 2021 Managing Member CS Asset Manager, LLC, a Delaware limited liability company, is appointed as the Managing Member of #MAYS1959PSA9BASKET with effect from the effective date hereof and shall continue to act as the Managing Member of #MAYS1959PSA9BASKET until dissolution of #MAYS1959PSA9BASKET pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X. Initial Member CS Asset Manager, LLC, a Delaware limited liability company Series Asset The Series Assets of #MAYS1959PSA9BASKET shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #MAYS1959PSA9BASKET through that certain Consignment Agreements dated as of January 15, 2021 and January 16, 2021, as they may be amended from time to time, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #MAYS1959PSA9BASKET from time to time, as determined by the Managing Member in its sole discretion. Asset Manager CS Asset Manager, LLC, a Delaware limited liability company. Management Fee As stated in Section 7.1 of the Agreement. Issuance Subject to Section 6.3(a)(i), the maximum number of #MAYS1959PSA9BASKET Interests the Company can issue may not exceed the purchase price, in the aggregate, of $40,000. Number of #MAYS1959PSA9BASKET Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #MAYS1959PSA9BASKET Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC, a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #MAYS1959PSA9BASKET sold at the Initial Offering of the #MAYS1959PSA9BASKET Interests (excluding the #MAYS1959PSA9BASKET Interests acquired by any Person other than Investor Members). Other rights Holders of #MAYS1959PSA9BASKET Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #MAYS1959PSA9BASKET Interests. Officers There shall initially be no specific officers associated with #MAYS1959PSA9BASKET, although, the Managing Member may appoint Officers of #MAYS1959PSA9BASKET from time to time, in its sole discretion. Aggregate Ownership Limit As stated in Section 1.1. Minimum Interests One (1) Interest per Member. Schedule 1 Asset Description Overview and authentication: ● Considered one of the key Willie Mays cards, and notoriously difficult to source in high grades. ● There are 46 Willie Mays 1959 PSA 9 cards known in circulation. There are only 4 cards that are graded higher among more than 4,300 copies recorded in PSA’s census reporting. ● The 1959 Topps set is light on key rookie cards (save for Bob Gibson) but strong on superstars, and any world-class set builder knows the Willie Mays card is a tough find at the MINT level. ● The 1959 Topps Baseball set consists of 572 cards measuring 2-1/2" by 3-1/2". Each uniquely designed card front combines rich colors and baseball-shaped, close-up photos, with a solid-color background above and below and a white border. A facsimile autograph is found across the photo. ● The 1959 set is anchored by the heroes of the day, including Mickey Mantle, Willie Mays, Duke Snider, Hank Aaron and Ernie Banks. Notable Features: The card features clear registration, brilliant white borders, good centering, and four sharp corners. Notable Defects: There are none.
Reversals In the event that the Receiver purchases an Asset (and assumes the Related Liability) that it is not required to purchase pursuant to this Section 3.4, the Assuming Institution shall repurchase such Asset (and assume such Related Liability) from the Receiver at a price computed so as to achieve the same economic result as would apply if the Receiver had never purchased such Asset pursuant to this Section 3.4.
Amortization Such Mortgage Loan does not provide for negative amortization unless such Mortgage Loan is an ARD Mortgage Loan, in which case it may occur only after the Anticipated Repayment Date.
Chargebacks Failure to comply with the Rules will reduce Processor or Member Bank’s ability to reverse chargebacks and increase the likelihood of your receiving a chargeback. You may be subject to a chargeback on sales for a minimum period of 180 days from the date the sale was entered into the Association’s processing system. Processor may hold funds from your account to cover any chargebacks for the later of 270 days following the effective date of termination of this Agreement or 180 days from the date of your last chargeback. Processor or Member Bank will mail all chargeback documentation to the address provided by you. You agree to respond promptly to all chargebacks. If Processor or Member Bank elects, at its discretion, to take action on chargebacks after the Association time limits have expired, such action shall be done at additional cost. You will not redeposit sales that have been previously charged back and not represented. This restriction applies whether or not the Cardholder consents to such activity. If you receive a chargeback for an international Cardholder, you are responsible for any currency conversion differences in the dollar amount. You will be charged the fee indicated on the Merchant Application for each chargeback.
Attrition Attrition means that as people leave their jobs because they retire, resign, transfer, die or are promoted then they may not be replaced. In addition or alternatively, there may be a partial or complete freeze on recruiting new employees or on promotions.
Backlog Set forth on Schedule 2.13 is the backlog of orders that the Company is to ship or contract work to be performed as of the date hereof (the "Backlog"). The Company either possesses sufficient inventory of parts, materials and personnel to produce the same within their scheduled delivery dates or such parts or materials have lead times such that the Company can acquire such parts and materials in time to produce and ship or perform such backlog in accordance with the scheduled performance dates.
Reserves There may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may similarly modify or abolish any such reserve.
Off-Balance Sheet Liabilities The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.