Archon Financial, L Sample Clauses

Archon Financial, L. P. or its affiliate, as applicable, shall have the right at any time prior to a Securitization of the entire Loan, at Lender's sole discretion, to replace the initial Note with two or more replacement Notes, and the holder (if such holder is Archon Financial, L.P. or any affiliate of Archon Financial, L.P.) of each replacement Note shall similarly have the right at any time prior to a Securitization of the entire Loan, at such holder's sole discretion, to replace its Note with two or more replacement Notes. Each replacement Note shall be in the form of the Note so replaced, but for its principal amount and Interest Rate. The principal amount of each Note shall be determined by the applicable holder in its sole discretion, provided that the initial sum of the principal amounts of the replacement Notes shall equal the then-outstanding principal balance of the Notes that are so replaced. The Interest Rate of each replacement Note shall be determined by the applicable holder in its sole discretion, provided that the initial weighted average of such Interest Rates, weighted on the basis of the principal balances of the respective Notes, shall initially equal the Interest Rate of the Note so replaced. Borrower shall execute and return to Archon Financial, L.P. or its affiliate, as applicable, each such Note within three Business Days after Borrower's receipt of an execution copy thereof, and Borrower's failure to do so within such time period shall, at Lender's election, constitute an immediate Event of Default hereunder. If requested by Lender, Borrower shall deliver to Lender at Lender's sole cost and expense, together with such replacement Notes, an opinion of counsel with respect to the due authorization and enforceability of such replacement Notes and confirming that the delivery of such replacement Notes does not alter the conclusions reached in the legal opinions delivered to Lender at Closing. Notwithstanding anything contained herein to the contrary, the replacement Notes shall provide that (a) during the continuance of an Event of Default any prepayments made under the replacement Notes shall be applied sequentially to reduce the principal balance of the replacement Note with the highest principal balance first, and the Notes with the lowest principal balance last and (b) any prepayments made in connection with a Casualty or Condemnation shall be applied to reduce the principal balance of the replacement Notes on a pro rata, pari passu basis. Notwithst...
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Related to Archon Financial, L

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • Financial Services Provides treasury, accounting, tax, financial planning, rate and auditing services services. Costs of a general nature are allocated using the Three-Factor Formula.

  • Acquisition Corp Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by the Merger Documents and the other agreements to be made pursuant to or in connection with the Merger Documents.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • Not a U.S. Real Property Holding Corporation The Acquiror Company is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Holdings The term "Holdings" shall have the meaning set forth in the preface.

  • Investment Banking Services Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, during the period beginning 180 days prior to the initial confidential submission of the Registration Statement and ending on the Effective Date, no Member and/or any person associated or affiliated with a Member has provided any investment banking, financial advisory and/or consulting services to the Company.

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