Depreciation The Company treats Memorabilia and Collectibles assets as collectible and therefore will not depreciate or amortize the SERIES #JimmieFoxx1938Bat going forward. Series Designation of #MANTLE57AUTOBAT, 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 #MANTLE57AUTOBAT, a series of Collectable Sports Assets, LLC, a Delaware limited liability company Date of establishment May 7, 2021 Managing Member CS Asset Manager, LLC, a Delaware limited liability company, is appointed as the Managing Member of #MANTLE57AUTOBAT with effect from the effective date hereof and shall continue to act as the Managing Member of #MANTLE57AUTOBAT until dissolution of #MANTLE57AUTOBAT 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 #MANTLE57AUTOBAT shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #MANTLE57AUTOBAT through that certain Consignment Agreement dated as of May 6, 2021, as it may be amended from time to time, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #MANTLE57AUTOBAT 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 #MANTLE57AUTOBAT Interests the Company can issue may not exceed the purchase price, in the aggregate, of $200,000. Number of #MANTLE57AUTOBAT Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #MANTLE57AUTOBAT 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 #MANTLE57AUTOBAT sold at the Initial Offering of the #MANTLE57AUTOBAT Interests (excluding the #MANTLE57AUTOBAT Interests acquired by any Person other than Investor Members). Other rights Holders of #MANTLE57AUTOBAT 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 #MANTLE57AUTOBAT Interests. Officers There shall initially be no specific officers associated with #MANTLE57AUTOBAT, although, the Managing Member may appoint Officers of #MANTLE57AUTOBAT from time to time, in its sole discretion. Aggregate Ownership Limit As stated in Section 1.1. Minimum Interests One (1) Interest per Member.
Tax Reserves The Company has established on its books and records adequate reserves for all Taxes and for any liability for deferred income taxes in accordance with Adjusted GAAP.
Interest Expense For any period, without duplication, (a) total interest expense incurred (both expensed and capitalized) of the Borrower, the Guarantors and their respective Subsidiaries on funded debt, including the portion of rents payable under a Capitalized Lease allocable to interest expense in accordance with GAAP (but excluding capitalized interest funded under a construction loan interest reserve account), determined on a consolidated basis in accordance with GAAP for such period, plus (b) the Borrower’s, the Guarantors’ and their respective Subsidiaries’ Equity Percentage of Interest Expense of their Unconsolidated Affiliates for such period. Interest Expense shall not include Preferred Distributions or interest on Trust Preferred Equity.
Net Operating Income For any Real Estate and for a given period, an amount equal to the sum of (a) the rents, common area reimbursements, and service and other income for such Real Estate for such period received in the ordinary course of business from tenants or licensees in occupancy paying rent (excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ or licensees’ obligations for rent and any non-recurring fees, charges or amounts including, without limitation, set-up fees and termination fees) minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of such Real Estate for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Estate, but specifically excluding general overhead expenses of REIT and its Subsidiaries, any property management fees and non recurring charges), minus (c) the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to three percent (3.0%) of the gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, minus (d) all rents, common area reimbursements and other income for such Real Estate received from tenants or licensees in default of payment or other material obligations under their lease, or with respect to leases as to which the tenant or licensee or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding.
Debt Service Reserve Borrower shall establish and maintain a debt service reserve account (“Debt Service Reserve”). The account shall be deposited with Lender or in a safe and responsible depository designated by Lender. Such funds shall at all times remain under the control of Lender, whether in the form of a cash deposit or invested in obligations of, or fully guaranteed as to principal by, the United States of America or in such other investments as may be allowed by HUD. Such funds are to be drawn upon only with HUD’s consent, which consent may require replenishment to the minimum balance. The purpose of this reserve is to protect the insured loan in circumstances where ▇▇▇▇▇▇▇▇’s funds generated by the Project are insufficient to make the required debt service payments on the Note while other Project obligations remain current. Borrower shall deposit at endorsement of the Note an initial amount of $_________. Thereafter, the minimum allowable balance shall be $___________, and if at any time the balance of the Debt Service Reserve is less than the minimum allowable balance, Borrower shall make such deposits as necessary to cause the balance to be no less than such minimum allowable balance. The Borrower may make or take no Distribution at any time when the balance of that account is below the minimum allowable balance. Borrower shall carry the balance in this account on the financial records as a restricted asset. The Debt Service Reserve shall be invested in accordance with Program Obligations, and any interest earned on the investment shall be deposited in the Debt Service Reserve. Disbursements from such account shall only be made after consent, in writing, of HUD, which may be given or withheld in HUD’s sole discretion and upon such terms as approved by HUD. In the event of a notification of default under the terms of the Borrower’s Security Instrument pursuant to which the Indebtedness has been accelerated, a written notification by HUD to Borrower of a violation of this Agreement, or at such other times as determined solely by HUD, HUD may direct the application of the balance in such account to the amount due on the Indebtedness as accelerated or for such other purposes as may be determined solely by HUD. Where the Mortgaged Property is already subject to a security instrument insured or held by HUD as of the date hereof and this Agreement is now being executed by Borrower as of the date hereof, the Debt Service Reserve now to be established shall be equal to the amount due to be in such account under this Agreement, and payments hereunder shall begin with the first payment due on the Borrower’s Note after acquisition, unless some other method of establishing and maintaining the account is approved in writing by HUD. Upon ▇▇▇▇▇▇▇▇’s full satisfaction of all Lender and HUD obligations, Borrower shall receive any monies remaining in the Debt Service Reserve.
