Common use of Borrowing Base Certificates; Other Information Clause in Contracts

Borrowing Base Certificates; Other Information. Deliver to the Administrative Agent for further distribution to each Lender, in form and detail reasonably satisfactory to the Administrative Agent: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a)(i) and Section 6.01(b)(i), (i) a narrative report and management’s discussion and analysis of the financial condition and results of operations of Springleaf for the applicable fiscal year or quarter, as compared to amounts for the previous fiscal year or quarter, as the case may be, and (ii) a statement as to the aggregate amount of Loan Receivables of the Subsidiary Guarantors as of the end of such fiscal year or quarter, as the case may be (it being understood that the information required in connection with the financial statements referred to in Section 6.01(a), Section 6.01(b) and this Section 6.02(a) may be furnished in the form of a Form 10-K or 10-Q of Springleaf, so long as such Form 10-K or 10-Q contains such information); (b) promptly after the same are available, copies of each annual report or financial statement or other report or communication sent to the stockholders of Springleaf generally, and copies of all annual, regular, periodic and special reports and registration statements which Springleaf or the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement, but only to the extent a comparable statement or report is not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02; (d) not later than five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all notices pursuant to any instrument, indenture, loan or credit or similar agreement regarding or related to any breach or default by any party thereto; (e) (i) on or prior to the thirtieth day following the end of each calendar month following the Restatement Effective Date (beginning June 2011), (ii) at least one Business Day prior to the consummation of any transaction pursuant to Section 7.02(d)(vii) and (iii) at least one Business Day prior to the mak- ing of additional Intercompany Secured Loans pursuant to Section 2.03(b), an updated Borrowing Base Certificate setting forth a calculation of the Required Borrowing Base as of the end of the immediately preceding calendar month (or with respect to clause (ii) or (iii) as of the end of the most recent calendar month for which a Borrowing Base Certificate was required to be delivered), which (x) in the case of clause (i) shall be calculated based on information with respect to Eligible Loan Receivables as of the end of such immediately preceding calendar month; provided that such calculation shall only be required to be updated with respect to FICO Scores and TDRs with respect to such Eligible Loan Receivables as of the end of such calendar month for any Borrowing Base Certificate that is required to be delivered with respect to a calendar month that is also the end of a calendar quarter, (y) in the case of clause (ii) shall be calculated on a pro forma basis giving effect to the relevant substitution or exchange contemplated by Section 7.02(d)(vii), as applicable, and (z) in the case of clause (iii) shall be calculated on a pro forma basis giving effect to the additional Intercompany Secured Loans and pledge of additional Eligible Loan Receivables under the Intercompany Security Documents being made pursuant to Section 2.03; and (f) no Subsidiary Guarantor will effect any change (i) in such Subsidiary Guarantor’s legal name, (ii) in such Subsidiary Guarantor’s organizational structure, (iii) in such Subsidiary Guarantor’s Federal Taxpayer Identification Number or organizational identification number, if any or (iv) in such Subsidiary Guarantor’s jurisdiction of organization unless (A) it shall have given the Administrative Agent not less than 10 days’ prior written notice of its intention so to do and (B) it shall have taken all action reasonably necessary to maintain the perfection and priority of the security interest of the Borrower in the Collateral (as defined in the Intercompany Security Documents) under the Intercompany Security Documents. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(b) (to the extent any such documents are included in materials otherwise filed with the SEC) or Section 6.02(d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use its commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders, including using commercially reasonable efforts to ensure that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Springleaf and its Affiliates or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no Obligation to xxxx any Borrower Materials “PUBLIC”.

Borrowing Base Certificates; Other Information. Deliver to the Administrative Agent for further distribution to each Lender, in form and detail reasonably satisfactory to the Administrative Agent: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a)(i) and Section 6.01(b)(i), (i) a narrative report and management’s discussion and analysis of the financial condition and results of operations of Springleaf AGFC for the applicable fiscal year or quarter, as compared to amounts for the previous fiscal year or quarter, as the case may be, and (ii) commencing with the fiscal quarter ended June 30, 2010, a statement as to the aggregate amount of Loan Receivables of the Subsidiary Guarantors as of the end of such fiscal year or quarter, as the case may be (it being understood that the information required in connection with the financial statements referred to in Section 6.01(a), Section 6.01(b) and this Section 6.02(a) may be furnished in the form of a Form 10-K or 10-Q of SpringleafAGFC, so long as such Form 10-K or 10-Q contains such information); (b) promptly after the same are available, copies of each annual report or financial statement or other report or communication sent to the stockholders of Springleaf AGFC generally, and copies of all annual, regular, periodic and special reports and registration statements which Springleaf AGFC or the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement, but only to the extent a comparable statement or report is not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02; (d) not later than five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all notices pursuant to any instrument, indenture, loan or credit or similar agreement regarding or related to any breach or default by any party thereto; (e) (i) on or prior to the thirtieth day following the end of each calendar month following the Restatement Effective Closing Date (beginning June 20112010), (ii) at least one Business Day prior to the consummation of any transaction pursuant to Section 7.02(d)(vii) and (iii) at least one Business Day prior to the mak- ing making of additional Intercompany Secured Loans pursuant to Section 2.03(b), an updated Borrowing Base Certificate setting forth a calculation of the Required Borrowing Base as of the end of the immediately preceding calendar month (or with respect to clause (ii) or (iii) as of the end of the most recent calendar month for which a Borrowing Base Certificate was required to be delivered), which (x) in the case of clause (i) shall be calculated based on information with respect to Eligible Loan Receivables as of the end of such immediately preceding calendar month; provided that such calculation shall only be required to be updated with respect to FICO Scores and TDRs with respect to such Eligible Loan Receivables as of the end of such calendar month for any Borrowing Base Certificate that is required to be delivered with respect to a calendar month that is also the end of a calendar quarter, (y) in the case of clause (ii) shall be calculated on a pro forma basis giving effect to the relevant substitution or exchange contemplated by Section 7.02(d)(vii), as applicable, and (z) in the case of clause (iii) shall be calculated on a pro forma basis giving effect to the additional Intercompany Secured Loans and pledge of additional Eligible Loan Receivables under the Intercompany Security Documents being made pursuant to Section 2.03; and (f) no Subsidiary Guarantor will effect any change (i) in such Subsidiary Guarantor’s legal name, (ii) in such Subsidiary Guarantor’s organizational structure, (iii) in such Subsidiary Guarantor’s Federal Taxpayer Identification Number or organizational identification number, if any or (iv) in such Subsidiary Guarantor’s jurisdiction of organization unless (A) it shall have given the Administrative Agent not less than 10 days’ prior written notice of its intention so to do and (B) it shall have taken all action reasonably necessary to maintain the perfection and priority of the security interest of the Borrower in the Collateral (as defined in the Intercompany Security Documents) under the Intercompany Security Documents. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(b) (to the extent any such documents are included in materials otherwise filed with the SEC) or Section 6.02(d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use its commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders, including using commercially reasonable efforts to ensure that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Springleaf AGFC and its Affiliates or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no Obligation to xxxx any Borrower Materials “PUBLIC”.Public