Common use of Prior Asset Pledges/Sales Clause in Contracts

Prior Asset Pledges/Sales.

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. 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 Class A Loan (including the Committed Additional Class A Loan and, if applicable, any Additional Class A Loans) made by the Class A Lender from the date of such Class A Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Indenture and Credit Agreement. All payments of principal and interest shall be made to the Class A Lender in U.S. dollars in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Indenture and Credit Agreement. This note is a Class A Lender Promissory Note referred to in the Indenture and Credit Agreement and is entitled to the benefits thereof under the Indenture and Credit Agreement. This Class A Lender Promissory Note may be prepaid in whole or in part subject to the terms and conditions provided in the Indenture and Credit Agreement and, upon the occurrence and continuation of an Event of Default specified in the Indenture and Credit Agreement, all amounts then remaining unpaid on this Class A Lender Promissory Note may become or be declared due and payable in the manner and with the effect provided in the Indenture and Credit Agreement. The Class A Lender may attach schedules to this Class A Note and endorse thereon the date, the amount of any Class A Loans (including the Committed Additional Class A Loan and, if applicable, any Additional Class A Loans) and payments with respect thereto. The notations on such schedule indicating the Aggregate Outstanding Amount of the Class A Loan (including Additional Class A Loans) shall be prima facie evidence (absent manifest error) of the principal amount thereof owing and unpaid, but the failure to record any such amount, or any error therein, shall not limit or otherwise affect the obligations of the Issuer hereunder or under any Class A Lender Promissory Note to make payment of principal of or interest on the Class A Loan (including Additional Class A Loans) when due. The Issuer, for itself and its respective successors and assigns, hereby waive diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Class A Lender Promissory Note, except for any applicable notices expressly provided for in the Indenture and Credit Agreement. In the event of any conflict between the provisions of this Class A Lender Promissory Note and those of the Indenture and Credit Agreement, the provisions of the Indenture and Credit Agreement shall prevail. The Class A Lender agrees that, for all tax purposes, it will treat the Class A Loan (including the Committed Additional Class A Loan and, if applicable, any Additional Class A Loans) as debt of the Issuer, and to report all income (or loss) in accordance with such treatment and not take any action inconsistent with such treatment unless otherwise required by law. This note is registered as to principal and interest payments. The transfer of this note shall not be effective unless recorded in the register in accordance with the terms of the Indenture and Credit Agreement. This paragraph shall be construed so that this note is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of the Internal Revenue Code of 1986, as amended. In connection with the purchase of this Class A Lender Promissory Note, the Holder and each beneficial owner thereof agrees that: (a) none of the Issuer, the Servicer, the Collateral Agent, the Trustee, the Note Administrator, the Loan Agent or any of their respective affiliates is acting as a fiduciary or financial or investment advisor for such Holder or beneficial owner; (b) such Holder or beneficial owner is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Issuer, the Servicer, the Collateral Agent, the Trustee, the Note Administrator, the Loan Agent or any of their respective affiliates; (c) such Holder or beneficial owner has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary and has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Indenture and Credit Agreement) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the Issuer, the Servicer, the Collateral Agent, the Trustee, the Note Administrator, the Loan Agent or any of their respective affiliates. THE HOLDER OF THIS CLASS A LENDER PROMISSORY NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION IN BANKRUPTCY REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR SIMILAR PROCEDURES AGAINST THE ISSUER OR ANY PERMITTED SUBSIDIARIES IN ANY APPLICABLE OR RELEVANT JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN EFFECT), AFTER THE PAYMENT IN FULL OF THE CLASS A LOAN AND ALL NOTES ISSUED UNDER THE INDENTURE AND CREDIT AGREEMENT. AS PROVIDED IN THE INDENTURE AND CREDIT AGREEMENT, THE INDENTURE AND CREDIT AGREEMENT AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.