Capital Markets Funding. Seller hereby agrees to cooperate with Buyer in making such modifications to this Agreement and the Related Documents, in executing such other documents and certificates, in causing to be prepared and delivered such opinions, certificates, financial reports and letters, and in taking such other actions, including changing accounting firms, as are reasonably necessary to achieve capital markets funding of the Loans and the related Property or to improve the execution of such funding.
Capital Markets Funding. Seller and Servicer hereby agree to cooperate with Buyer in making such reasonable modifications to this Agreement and the Related Documents, in executing such other documents and certificates, in causing to be prepared and delivered such opinions, certificates, financial reports and letters, and in taking such other actions, including permitting the Rating Agencies, credit enhancers and institutional investors to review records and other information relating to the Loans and to visit, on reasonable notice, the premises of the Seller and the Servicer, as are reasonably necessary to achieve capital markets funding of the Loans and the related Property or to improve the execution of such funding; provided, however, that (a) any expenses of Seller in connection with such modifications shall be reimbursed promptly by the Buyer to the Seller following request therefor, (b) no such modification shall be materially adverse to the interests of Seller and (c) no such modification shall require any change in the accounting treatment of the transaction contemplated by this Agreement under GAAP. In addition, Seller and Servicer agree to use their best efforts to cause Obligors to agree to and execute any changes to the Related Documents.
Capital Markets Funding. 7 SECTION 6.09 Severability............................................. 7 SECTION 6.10 Attorney's Fees.......................................... 7 SECTION 6.11 Setoff................................................... 7 SECTION 6.12 Limitation on Third Party Beneficiaries.................. 8
Capital Markets Funding. Guarantor hereby agrees to cooperate with Buyer in making such reasonable modifications to this Agreement, in executing such other documents and certificates, in causing to be prepared and delivered such opinions, certificates, financial reports and letters, and in taking such other actions, as are reasonably necessary to achieve capital markets funding of the Loans and the related Property or to improve the execution of such funding. The Buyer shall be responsible for all fees and expenses incurred in connection with a capital markets funding of the Loans, except for any fees and expenses incurred by FoodService or its legal counsel or agents up to $2,500. The Buyer shall be responsible for any fees and expenses of Seller's counsel in excess of $2,500, provided that the Seller shall be responsible for the cost of obtaining a New York law opinion with respect to the enforceability of this Agreement and the Loan Agreement from a law firm of the Guarantor's choice resonably acceptable to the Buyer.
Capital Markets Funding. 63 SECTION 10.09 Severability . . . . . . . . . . . . . . . . . . . . 64 SECTION 10.10 Attorney's Fees. . . . . . . . . . . . . . . . . . . 64 SECTION 10.11 Setoff . . . . . . . . . . . . . . . . . . . . . . . 64 SECTION 10.12 Limitation on Third Party Beneficiaries. . . . . . . 64 SECTION 10.13 Term of Agreement. . . . . . . . . . . . . . . . . . 65 SECTION 10.14 Entire Agreement; Amendment. . . . . . . . . . . . . 65 SECTION 10.15 Headings . . . . . . . . . . . . . . . . . . . . . . 65 SECTION 10.16 Counterparts . . . . . . . . . . . . . . . . . . . . 65 Exhibit A - Loan Schedule (Initial Loans) Exhibit B - Credit and Collection Policy Exhibit C - Form of Notice of Incremental Purchase Exhibit D - Forms of Note and Related Documents Exhibit E - Form of Officer's Certificate of Seller (Incremental Purchase) Exhibit F - Form of Officer's Certificate of Guarantor (Incremental Purchase) Exhibit G - Form of Officer's Certificate of Servicer (Incremental Purchase) Exhibit H - Form of Monthly Report LOAN PURCHASE AND SERVICING AGREEMENT This LOAN PURCHASE AND SERVICING AGREEMENT (this "Agreement") is executed as of August 29, 1996, by and between GROCERS CAPITAL COMPANY, a California corporation, as Seller (in such capacity, the "Seller")and as Servicer (in such capacity, the "Servicer") and NATIONAL CONSUMER COOPERATIVE BANK, a financial institution organized under the laws of the United States (the "Buyer"). For full and fair consideration, the parties hereto agree as follows:
Capital Markets Funding. Seller and Servicer hereby agree to cooperate with Buyer in making such reasonable modifications to this Agreement and the Related Documents, in executing such other documents and certificates, in causing to be prepared and delivered such opinions, certificates, financial reports and letters, and in taking such other actions, including permitting the Rating Agencies, credit enhancers and institutional investors to review records and other information relating to the Loans and to visit, on reasonable notice, the premises of the Seller and the Servicer, as are reasonably necessary to achieve capital markets funding of the Loans and the related Property or to improve the execution of such funding; PROVIDED, HOWEVER, that (a) any expenses of Seller in connection with such modifications shall be for the account of Buyer and be reimbursed promptly following request therefor, (b) no such modification shall be materially adverse to the interests of Seller and (c) no such modification shall require any change in the accounting treatment of the transaction contemplated by this Agreement under U.S. GAAP. In addition, Seller and Servicer agree to use their best efforts to cause Obligors to agree to and execute any changes to the Related Documents.
Capital Markets Funding. Seller hereby agrees to cooperate with Buyer in making such reasonable modifications to this Agreement and the Related Documents, in executing such other documents and certificates, in causing to be prepared and delivered such opinions, certificates, financial reports and letters, and in taking such other actions, including obtaining interest rate protection agreements and an opinion of counsel relating to New York law, as are reasonably necessary to achieve capital markets funding of the Loans and the related Property or to improve the execution of such funding. The Buyer shall be responsible for all fees and expenses in connection with a capital markets funding of the Loans except for any fees and expenses incurred by the Seller or its legal counsel or agents up to $2,500. The Buyer shall be responsible for any fees and expenses of Seller's counsel in excess of $2,500, provided that the Seller shall be responsible for the cost of obtaining a New York law opinion with respect to the enforceability of this Agreement and the Guaranty Agreement from a law firm of FoodService's choice reasonably acceptable to NCB.
Capital Markets Funding. 54 SECTION 9.09 Severability . . . . . . . . . . . . . . . . . . . . . . . . 54 SECTION 9.10
Capital Markets Funding. 76 SECTION 10.09 Severability.............................................. 76 SECTION 10.10 Attorney's Fees........................................... 76 SECTION 10.11 Setoff.................................................... 76 SECTION 10.12 Limitation on Third Party Beneficiaries................... 76 SECTION 10.13 Entire Agreement; Amendment............................... 77 SECTION 10.14 Headings.................................................. 77 SECTION 10.15 Term of Agreement......................................... 77 SECTION 10.16 Counterparts.............................................. 77 Exhibit A - Information re: Corporate Names of Seller and Guarantor Exhibit B - Form of Notice of Assignment Exhibit C - Form of Renewal Note Exhibit D - Form of Monthly Report Exhibit E - Credit and Collection Policies Exhibit F - Information Regarding Litigation, etc. Exhibit G - Form of Purchase Notice for Incremental Purchase Exhibit H - Form of Officers' Certificate of Seller (Incremental Purchase) Exhibit I - Form of Officers' Certificate of Guarantor (Incremental Purchase) Exhibit J - Permitted Lockboxes and Lockbox Banks Schedule I - Loan Schedule Schedule II - Exception Loans Schedule III - Loans Secured by Real Property Schedule IV - Promissory Notes and Other Obligations AMENDED AND RESTATED -------------------- LOAN PURCHASE AGREEMENT ----------------------- (EXISTING PROGRAM) ------------------ This AMENDED AND RESTATED LOAN PURCHASE AGREEMENT (Existing Program) is executed as of January 30, 1998 between UNITED RESOURCES, INC., an Oregon corporation, as seller ("United Resources" or "Seller"), UNITED GROCERS, INC., an Oregon corporation, as guarantor ("United Grocers" or "Guarantor") and NATIONAL CONSUMER COOPERATIVE BANK, a financial institution organized under the laws of the United States ("Buyer").
Capital Markets Funding. 14 Section 6.09 Severability . . . . . . . . . . . . . . . . . . . 14 Section 6.10 Attorney's Fees. . . . . . . . . . . . . . . . . . 14 Section 6.11 Setoff . . . . . . . . . . . . . . . . . . . . . . 14 Section 6.12
