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. REPRESENTATIONS AND WARRANTIES REGARDING EACH INDIVIDUAL PURCHASED ASSET THAT IS A MEZZANINE LOAN
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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

  • Negative Pledges, Etc Enter into any agreement subsequent to the Closing Date (other than a Loan Document) which (a) prohibits the creation or assumption of any Lien upon any of the Collateral, including, without limitation, any hereafter acquired property, (b) specifically prohibits the amendment or other modification of this Agreement or any other Loan Document, or (c) could reasonably be expected to have a Material Adverse Effect.

  • Prior Assignments; Pledges Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein.

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interests in and to the Assets.

  • Certain Pledges or Assignments Nothing herein shall prohibit any Lender from pledging or assigning any Note to any Federal Reserve Bank in accordance with Applicable Law.

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Negative Pledges Each of the Lead Borrower 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 the Intercreditor Agreement or any other intercreditor agreement contemplated by this agreement, and except that this Section 10.10 shall not apply to

  • Sale and Leaseback The Borrower will not, and will not permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby the Borrower or any Subsidiary of the Borrower shall sell or transfer any property owned by it in order then or thereafter to lease such property or lease other property that the Borrower or any Subsidiary of the Borrower intends to use for substantially the same purpose 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.

  • Stock Pledge To evidence and perfect the Liens of Collateral Agent in the Subsidiary Stock, the Company and the Subsidiaries owning other Subsidiaries or Unrestricted Sub- sidiaries shall execute and deliver the Stock Pledge Agreement and will execute and deliver related undated stock powers ex- ecuted in blank by the Company and shall deliver all original certificates representing the Subsidiary Stock to Collateral Agent and will cause all issuers of Subsidiary Stock to execute and deliver pledge acknowledgments pursuant to the Stock Pledge Agreement.

  • 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.

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