Duty to Update. If this Certificate is being delivered in connection with any Applicable Pro Forma Date, the undersigned hereby undertakes the obligation to update the information, representations, warranties, and certifications provided herein and in each Annex attached hereto if any such information, representations, warranties, or certifications are no longer true, complete and correct in all material respects on and as of such Applicable Pro Forma Date (after giving effect to all activity to take place on such date) except to the extent such information, representations, warranties, and certifications expressly relate to any earlier date, as of such earlier date. Servicer has executed this Borrowing Base Certificate through its Authorized Officer on the date first specified above. Exhibit C-1 LENDINGCLUB CORPORATION, as Servicer By:__________________________ Name/Title:____________________ ATTACHMENTS: DATA FILE WITH COMPLETION OF INFORMATION PER ALL TABS INCLUDING DATA TAB (WITH RECEIVABLES DATA), ADVANCE RATE MODEL (SHOWING ADVANCE RATE CALCULATION); BORROWING BASE TAB (SHOWING BORROWING BASE CALCULATION), BAM! TAB (BUSINESS ACTIVITY MONITORING DATA), LOSS CALCULATION TAB (SHOWING CALCULATION OF VINTAGE LOSS PERCENTAGE); AND SERVICER REPORT TAB (SHOWING COMPLIANCE WITH DELINQUENCY RATIO, VINTAGE LOSS RATIO, AND OTHER APPLICABLE INFORMATION) EXHIBIT D TO CREDIT AGREEMENT Seller/Servicer’s Credit and Collection Policy* * Confidential Treatment Requested EXHIBIT E TO CREDIT AGREEMENT FORM OF FINANCIALS COMPLIANCE CERTIFICATE Date: ________, 20___ Citibank, N.A., as Administrative Agent, on behalf of itself and the Lenders Wilmington Trust, National Association, as Paying Agent Ladies and Gentlemen: This Financials Compliance Certificate (this “Certificate”), for the fiscal [quarter][year] ending ____________, 20__ (the “Relevant Period”), is furnished pursuant to Section 6.01(l) of that certain Warehouse Credit Agreement, dated as of October 10, 2017 (as amended, supplemented, restated or otherwise modified, the “Credit Agreement”), among LendingClub Warehouse I LLC (the “Borrower”), Wilmington Trust, National Association, as Paying Agent (in such capacity, “Paying Agent”) and Collateral Trustee (in such capacity, “Collateral Trustee”), the Lenders from time to time party thereto (the “Lenders”), and Citibank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein or as the context otherwise requires, terms used herein have the respective meanings assigned thereto under the Credit Agreement. The undersigned, as an Authorized Officer of the Borrower and LendingClub, hereby certifies as of the date hereof that he/she is the __________ of the Borrower and the ________ of Lending Club and that, as such, he/she is authorized to execute and deliver this Certificate on behalf of the Borrower and LendingClub, and that: 1. Together with this Certificate, the undersigned has delivered the financial statements and information of each of LendingClub and/or the Borrower for the Relevant Period as required pursuant to Section 6.01(k) of the Credit Agreement (the “Financial Statements”). 2. The undersigned has reviewed the terms of the Credit Agreement and has made, or caused to be made under his/her supervision, a detailed review of the transactions and condition of the Borrower and LendingClub during the Relevant Period. 3. The Financial Statements of LendingClub or the Borrower, as applicable, present fairly in all material respects the financial condition and results of operations of such Person (and, in the case of LendingClub, its consolidated Subsidiaries on a consolidated basis) in accordance with GAAP consistently applied, subject, in the case of interim Financial Statements, to normal year-end audit adjustments and the absence of footnotes. 4. Such review has not disclosed the existence at any time on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default[, except for such conditions or events listed below, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking or proposes to take with respect thereto]. 5. None of the Originator, Seller or Borrower has changed its name, chief executive office, jurisdiction of organization, or form of organization in any manner without having given the Administrative Agent the prior notice (and, if applicable, received such consent) as required by Section 6.02(i) of the Credit Agreement. 6. All representations and warranties set forth in Section 4.01 of the Credit Agreement are true and correct in all material respects on the date hereof (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date). 7. The Seller is in compliance with the Seller Financial Covenants, and the information set forth below is true, complete and correct: LIQUIDITY:The Liquidity of LendingClub and its consolidated Subsidiaries (including, without limitation, Borrower), as of any date of determination, shall not be less than required minimum. ACTUAL: $__________ REQUIRED MINIMUM:$[***]*
Appears in 1 contract
Duty to Update. If this Certificate is being delivered in connection with any Applicable Pro Forma Date, the undersigned hereby undertakes the obligation to update the information, representations, warranties, and certifications provided herein and in each Annex attached hereto if any such information, representations, warranties, or certifications are no longer true, complete and correct in all material respects on and as of such Applicable Pro Forma Date (after giving effect to all activity to take place on such date) except to the extent such information, representations, warranties, and certifications expressly relate to any earlier date, as of such earlier date. Servicer has executed this Borrowing Base Certificate through its Authorized Officer on the date first specified above. Exhibit C-1 LENDINGCLUB CORPORATIONACV CAPITAL LLC, as Servicer By:: Name: Title: WEIL:\99621584\14\35899.0654 WEIL:\99621584\14\35899.0654 Citibank, N.A., as Administrative Agent and Funding Agent 0 Xxxxx Xxx, Xxx 0 Xxxxx 0 New Castle, DE 19720 Attention: Citi Global Loans / Conduit Operations Telephone: 000-000-0000 Email: xxxxxxxxxxxxxxxxx@xxxx.xxx Ref: [ ] This Notice of Prepayment is made pursuant to Section 2.04 of that certain Revolving Credit and Security Agreement (the “Credit Agreement”), dated as of June 20, 2024, by and among ACV Capital Funding II LLC, as Borrower (the “Borrower”), the Funding Agents from time to time party thereto, the Conduit Lenders from time to time party thereto, the Committed Lenders from time to time party thereto, and Citibank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.
1. The Borrower hereby gives notice that on _____________, 20 _ (the “Prepayment Date”) it will make a prepayment under the Credit Agreement in the principal amount of _____________ Name/Title:Dollars ($ ____________) of Loans (the “Prepayment Amount”).
2. The Borrower hereby gives notice of intent to prepay an aggregate principal amount equal to the Prepayment Amount to the applicable Lenders pursuant to Section 2.04 of the Credit Agreement and will remit, or cause to be remitted, the proceeds thereof to [ ]. The calculation of the Borrowing Base Test after giving effect to such prepayment is set forth in Schedule I hereto. WEIL:\99621584\14\35899.0654 WITNESS my hand on this ________ ATTACHMENTS: DATA FILE WITH COMPLETION OF INFORMATION PER ALL TABS INCLUDING DATA TAB (WITH RECEIVABLES DATA), ADVANCE RATE MODEL (SHOWING ADVANCE RATE CALCULATION); BORROWING BASE TAB (SHOWING BORROWING BASE CALCULATION), BAM! TAB (BUSINESS ACTIVITY MONITORING DATA), LOSS CALCULATION TAB (SHOWING CALCULATION OF VINTAGE LOSS PERCENTAGE); AND SERVICER REPORT TAB (SHOWING COMPLIANCE WITH DELINQUENCY RATIO, VINTAGE LOSS RATIO, AND OTHER APPLICABLE INFORMATION) EXHIBIT D TO CREDIT AGREEMENT Seller/Servicer’s Credit and Collection Policy* * Confidential Treatment Requested EXHIBIT E TO CREDIT AGREEMENT FORM OF FINANCIALS COMPLIANCE CERTIFICATE Date: ________, 20___ Citibank, N.A., as Administrative Agent, on behalf day of itself and the Lenders Wilmington Trust, National Association, as Paying Agent Ladies and Gentlemen: This Financials Compliance Certificate (this “Certificate”), for the fiscal [quarter][year] ending ____________, 20__ __. ACV CAPITAL FUNDING II LLC, as Borrower By; ACV Capital LLC, its Member By: Name: Title: WEIL:\99621584\14\35899.0654 WEIL:\99621584\14\35899.0654 Reference is made to the Revolving Credit and Security Agreement (the “Relevant Period”), is furnished pursuant to Section 6.01(l) of that certain Warehouse Credit Agreement, dated as of October 10, 2017 (as amended, supplemented, restated or otherwise modified, the “Credit Agreement”), dated as of June 20, 2024, by and among LendingClub Warehouse I LLC ACV Capital Funding II LLC, as Borrower (the “Borrower”), Wilmington Trust, National Association, as Paying Agent (in such capacity, “Paying Agent”) and Collateral Trustee (in such capacity, “Collateral Trustee”)the Funding Agents from time to time party thereto, the Conduit Lenders from time to time party thereto (thereto, the “Lenders”)Committed Lenders from time to time party thereto, and Citibank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless Capitalized terms used but not otherwise defined herein or as the context otherwise requires, terms used herein shall have the respective meanings assigned thereto under to such terms in the Credit Agreement. The undersigned, as an Authorized Officer of the Borrower and LendingClub, hereby certifies as of the date hereof that he/she is the __________ of the Borrower Assignor and the ________ of Lending Club and that, “Assignee” referred to on Schedule I hereto agree as such, he/she is authorized to execute and deliver this Certificate on behalf of the Borrower and LendingClub, and thatfollows:
1. Together with this CertificateAs of the Effective Date (as defined below), the undersigned has delivered Assignor hereby absolutely and unconditionally sells and assigns, without recourse, to the financial statements Assignee, and information the Assignee hereby purchases and assumes, without recourse to or representation of each of LendingClub and/or any kind (except as set forth below) from Assignor, an interest in and to the Borrower for the Relevant Period as required pursuant to Section 6.01(k) of Assignor’s rights and obligations under the Credit Agreement and under the other Facility Documents equal to the percentage interest specified on Schedule I hereto, including the Assignor’s percentage interest specified on Schedule I hereto of the outstanding principal amount of the Aggregate Loan Amount to the Borrower (such rights and obligations assigned hereby being the “Financial StatementsAssigned Interests”). After giving effect to such sale, assignment and assumption, the Assignee’s “Percentage” will be as set forth on Schedule I hereto. The Assignee hereby directs the Borrower to remit all payments (including payments of principal, interest, fees and other amounts) owed to the Assignee pursuant to the Credit Agreement in accordance with the wire instructions set forth on Schedule I hereto.
2. The undersigned Assignor (i) represents and warrants that immediately prior to the Effective Date it is the legal and beneficial owner of the Assigned Interest free and clear of any Lien created by the Assignor; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Facility Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security or ownership interest created or purported to be created under or in connection with, the Facility Documents or any other instrument or document furnished pursuant thereto or the condition or value of the Assigned Interest, Collateral relating to the Borrower, or any interest therein; and (iii) makes no representation or warranty and assumes no responsibility with respect to the condition (financial or otherwise) of the Borrower, the Administrative Agent, the Servicer or any other Person, or the performance or observance by any Person of any of its obligations under any Facility Document or any instrument or document furnished pursuant thereto.
3. The Assignee (i) confirms that it has reviewed the terms received a copy of the Credit Agreement and the other Facility Documents, together with copies of any financial statements delivered pursuant to Section 5.01 of the Credit Agreement and such other documents and information as it has madedeemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, WEIL:\99621584\14\35899.0654 independently and without reliance upon the Administrative Agent, any Funding Agent, the Assignor, or caused any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under or in connection with any of the Facility Documents; (iii) appoints and authorizes the Administrative Agent and its related Funding Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Facility Documents as are delegated to the Administrative Agent or the Funding Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Facility Documents are required to be made under his/her supervisionperformed by it as a Lender.
4. The Assignee acknowledges that its Facility Group shall be as specified on Schedule I. By executing this Assignment and Acceptance, a detailed review the Funding Agent and Conduit Lenders, if any, listed on Schedule I shall be party to and bound by the provisions of the transactions Credit Agreement as they relate to Funding Agents and condition of the Borrower and LendingClub during the Relevant Period.
3. The Financial Statements of LendingClub or the BorrowerConduit Lenders, as applicable, present fairly in all material respects and shall have the financial condition rights and results obligations of operations of such Person (anda Funding Agent or a Conduit Lender, in the case of LendingClubas applicable, its consolidated Subsidiaries on a consolidated basis) in accordance with GAAP consistently applied, subject, in the case of interim Financial Statements, to normal year-end audit adjustments and the absence of footnotes.
4. Such review has not disclosed the existence at any time on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default[, except for such conditions or events listed below, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking or proposes to take with respect thereto]thereunder.
5. None Following the execution of the Originatorthis Assignment and Acceptance, Seller or Borrower has changed its name, chief executive office, jurisdiction of organization, or form of organization in any manner without having given it will be delivered to the Administrative Agent for acceptance and recording by the prior notice Administrative Agent. The effective date for this Assignment and Acceptance (andthe “Effective Date”) shall be the date of acceptance hereof by the Administrative Agent, if applicable, received such consent) as required by Section 6.02(i) of the Credit Agreementunless a later effective date is specified on Schedule I hereto.
6. All representations Upon such acceptance and warranties set forth in Section 4.01 recording by the Administrative Agent, as of the Effective Date, (i) the Assignee shall be a party to and bound by the provisions of the Credit Agreement are true and correct in all material respects on the date hereof (except and, to the extent such representations provided in this Assignment and warranties Acceptance, have the rights and obligations of a Lender thereunder and under any other Facility Document, (ii) without limiting the generality of the foregoing, the Assignee expressly relate acknowledges and agrees to its obligations of indemnification to the Administrative Agent pursuant to and as provided in Section 11.04 thereof, and (iii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement and under any earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date)other Facility Document.
7. The Seller is in compliance with Upon such acceptance and recording by the Seller Financial Covenants, and the information set forth below is true, complete and correct: LIQUIDITY:The Liquidity of LendingClub and its consolidated Subsidiaries (including, without limitation, Borrower)Administrative Agent, as of the Effective Date, the Assignee’s Facility Group shall be as specified on Schedule I. By executing this Assignment and Acceptance, the Funding Agent and Conduit Lenders, if any, listed on Schedule I shall be party to and bound by the provisions of the Credit Agreement as they relate to Funding Agents and Conduit Lenders, as applicable, and shall have the rights and obligations of a Funding Agent or a Conduit Lender, as applicable, thereunder.
8. Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Borrower shall make all payments under the Credit Agreement in respect of the Assigned Interest to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the Assigned Interests for periods prior to the Effective Date directly between themselves. WEIL:\99621584\14\35899.0654
9. This Assignment and Acceptance shall be governed by, and construed in accordance with, the internal laws of the State of New York.
10. This Assignment and Acceptance may be executed in any date number of determinationcounterparts and by different parties hereto in separate counterparts, each of which when so executed shall not be less than required minimumdeemed to be an original and all of which taken together shall constitute one and the same agreement. ACTUAL: $__________ REQUIRED MINIMUM:$[***]*Delivery of an executed counterpart of Schedule I to this Assignment and Acceptance by electronic means shall be effective as a delivery of a manually executed counterpart of this Assignment and Acceptance. WEIL:\99621584\14\35899.0654
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (ACV Auctions Inc.)
Duty to Update. If this Certificate is being delivered in connection with any Applicable Pro Forma Date, the undersigned hereby undertakes the obligation to update the information, representations, warranties, and certifications provided herein and in each Annex attached hereto if any such information, representations, warranties, or certifications are no longer true, complete and correct in all material respects on and as of such Applicable Pro Forma Date (after giving effect to all activity to take place on such date) except to the extent such information, representations, warranties, and certifications expressly relate to any earlier date, as of such earlier date. Servicer has executed this Borrowing Base Certificate through its Authorized Officer on the date first specified above. Exhibit C-1 LENDINGCLUB CORPORATION, as Servicer By:__________________________ : Name/Title:____________________ : ATTACHMENTS: DATA FILE WITH COMPLETION OF INFORMATION PER ALL TABS INCLUDING DATA TAB (WITH RECEIVABLES DATA), ADVANCE RATE MODEL (SHOWING ADVANCE RATE CALCULATION); BORROWING BASE TAB (SHOWING BORROWING BASE CALCULATION), BAM! TAB (BUSINESS ACTIVITY MONITORING DATA), LOSS CALCULATION TAB (SHOWING CALCULATION OF VINTAGE ORIGINATION WEIGHTED CUMULATIVE LOSS PERCENTAGERATIO AND PURCHASED PORTFOLIO WEIGHTED CUMULATIVE LOSS RATIO); AND SERVICER REPORT TAB (SHOWING COMPLIANCE WITH DELINQUENCY RATIO, VINTAGE LOSS RATIO, AND OTHER APPLICABLE INFORMATION) EXHIBIT D TO CREDIT AGREEMENT Seller/Servicer’s As used herein, the “Credit and Collection Policy* * Confidential Treatment Requested EXHIBIT E TO CREDIT AGREEMENT FORM OF FINANCIALS COMPLIANCE CERTIFICATE Date: ________” is all credit, 20___ Citibankcollection and servicing policies, N.A.procedures, as Administrative Agent, on behalf of itself and the Lenders Wilmington Trust, National Association, as Paying Agent Ladies and Gentlemen: This Financials Compliance Certificate (this “Certificate”), for the fiscal [quarter][year] ending ____________, 20__ (the “Relevant Period”), is furnished pursuant to Section 6.01(l) of that certain Warehouse Credit Agreement, dated as of October 10, 2017 (as amended, supplemented, restated or otherwise modified, the “Credit Agreement”), among LendingClub Warehouse I LLC (the “Borrower”), Wilmington Trust, National Association, as Paying Agent (in such capacity, “Paying Agent”) and Collateral Trustee (in such capacity, “Collateral Trustee”), the Lenders from time to time party thereto (the “Lenders”)manuals, and Citibank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein or as the context otherwise requires, terms used herein have the respective meanings assigned thereto under the Credit Agreement. The undersigned, as an Authorized Officer of the Borrower and LendingClub, hereby certifies as of the date hereof that he/she is the __________ of the Borrower and the ________ of Lending Club and that, as such, he/she is authorized to execute and deliver this Certificate on behalf of the Borrower and LendingClub, and that:
1. Together with this Certificate, the undersigned has delivered the financial statements and information of each of LendingClub and/or the Borrower for the Relevant Period as required pursuant to Section 6.01(k) of the Credit Agreement (the “Financial Statements”).
2. The undersigned has reviewed the terms of the Credit Agreement and has made, or caused to be made under his/her supervision, a detailed review of the transactions and condition of the Borrower and LendingClub during the Relevant Period.
3. The Financial Statements of LendingClub or the Borrower, as applicable, present fairly in all material respects the financial condition and results of operations of such Person (and, in the case standards of LendingClub, its consolidated Subsidiaries on a consolidated basis) in accordance with GAAP consistently applied, subject, in the case of interim Financial Statements, to normal year-end audit adjustments and the absence of footnotes.
4. Such review has not disclosed the existence at any time on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default[, except for such conditions or events listed below, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking or proposes to take with respect thereto].
5. None of the Originator, Seller or Borrower has changed its nameServicer, chief executive office, jurisdiction of organization, or form of organization initially as in any manner without having given the Administrative Agent the prior notice (and, if applicable, received such consent) as required by Section 6.02(i) of the Credit Agreement.
6. All representations and warranties set forth in Section 4.01 of the Credit Agreement are true and correct in all material respects effect on the date hereof and as hereafter revised and in effect at any time (except subject to the extent such representations and warranties expressly relate to any earlier dateSection 6.02(f)), in which case such representations and warranties are true and correct in all material respects as of such earlier date).
7. The Seller is in compliance with the Seller Financial Covenantsevidenced by LendingClub’s internal records, and the information set forth below is true, complete and correct: LIQUIDITY:The Liquidity of LendingClub and its consolidated Subsidiaries (including, without limitation, Borrower)all such policies, as procedures, manuals, and standards that are given to any LendingClub employee or contractor or are part of any date software or program used by LendingClub. The Credit and Collection Policy shall include, by way of determinationexample and not limitation, shall not be less than required minimum. ACTUALall such policies, procedures, manuals and standards that are applied: $__________ REQUIRED MINIMUM:$[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 1 [***] 2 [***] [***] [***] [***] [***]3 [***] [***] [***] [***] [***] [***] Collections Policy and Charge-Off Policy Attached 3 [***] Collections Policy
1. Why We Have It
Appears in 1 contract
Duty to Update. If this Certificate is being delivered in connection with any Applicable Pro Forma Date, the undersigned hereby undertakes the obligation to update the information, representations, warranties, and certifications provided herein and in each Annex attached hereto if any such information, representations, warranties, or certifications are no longer true, complete and correct in all material respects on and as of such Applicable Pro Forma Date (after giving effect to all activity to take place on such date) except to the extent such information, representations, warranties, and certifications expressly relate to any earlier date, as of such earlier date. Servicer has executed this Borrowing Base Certificate through its Authorized Officer on the date first specified above. Exhibit C-1 LENDINGCLUB CORPORATION, as Servicer * Confidential Treatment Requested By:__________________________ Name/Title:____________________ ATTACHMENTS: DATA FILE WITH COMPLETION OF INFORMATION PER ALL TABS INCLUDING DATA TAB (WITH RECEIVABLES DATA), ADVANCE RATE MODEL (SHOWING ADVANCE RATE CALCULATION); BORROWING BASE TAB (SHOWING BORROWING BASE CALCULATION), BAM! TAB (BUSINESS ACTIVITY MONITORING DATA), LOSS CALCULATION TAB (SHOWING CALCULATION OF VINTAGE LOSS PERCENTAGE); AND SERVICER REPORT TAB (SHOWING COMPLIANCE WITH DELINQUENCY RATIO, VINTAGE LOSS RATIO, AND OTHER APPLICABLE INFORMATION) EXHIBIT D TO CREDIT AGREEMENT Seller/Servicer’s Credit and Collection Policy* * Confidential Treatment Requested EXHIBIT E TO CREDIT AGREEMENT FORM OF FINANCIALS COMPLIANCE CERTIFICATE Date: ________, 20___ Citibank, N.A.[***]*, as Administrative Agent, on behalf of itself and the Lenders Wilmington Trust, National Association, as Paying Agent Ladies and Gentlemen: This Financials Compliance Certificate (this “Certificate”), for the fiscal [quarter][year] ending ____________, 20__ (the “Relevant Period”), is furnished pursuant to Section 6.01(l) of that certain Warehouse Credit Agreement, dated as of October 10, 2017 (as amended, supplemented, restated or otherwise modified, the “Credit Agreement”), among LendingClub Warehouse I LLC (the “Borrower”), Wilmington Trust, National Association, as Paying Agent (in such capacity, “Paying Agent”) and Collateral Trustee (in such capacity, “Collateral Trustee”), the Lenders from time to time party thereto (the “Lenders”), and Citibank, N.A.[***]*, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein or as the context otherwise requires, terms used herein have the respective meanings assigned thereto under the Credit Agreement. The undersigned, as an Authorized Officer of the Borrower and LendingClub, hereby certifies as of the date hereof that he/she is the __________ of the Borrower and the ________ of Lending Club and that, as such, he/she is authorized to execute and deliver this Certificate on behalf of the Borrower and LendingClub, and that:
1. Together with this Certificate, the undersigned has delivered the financial statements and information of each of LendingClub and/or the Borrower for the Relevant Period as required pursuant to Section 6.01(k) of the Credit Agreement (the “Financial Statements”).
2. The undersigned has reviewed the terms of the Credit Agreement and has made, or caused to be made under his/her supervision, a detailed review of the transactions and condition of the Borrower and LendingClub during the Relevant Period.
3. The Financial Statements of LendingClub or the Borrower, as applicable, present fairly in all material respects the financial condition and results of operations of such Person (and, in the case of LendingClub, its consolidated Subsidiaries on a consolidated basis) in accordance with GAAP consistently applied, subject, in the case of interim Financial Statements, to normal year-end audit adjustments and the absence of footnotes.
4. Such review has not disclosed the existence at any time on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default[, except for such conditions or events listed below, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking or proposes to take with respect thereto].
5. None of the Originator, Seller or Borrower has changed its name, chief executive office, jurisdiction of organization, or form of organization in any manner without having given the Administrative Agent the prior notice (and, if applicable, received such consent) as required by Section 6.02(i) of the Credit Agreement.. * Confidential Treatment Requested
6. All representations and warranties set forth in Section 4.01 of the Credit Agreement are true and correct in all material respects on the date hereof (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date).
7. The Seller is in compliance with the Seller Financial Covenants, and the information set forth below is true, complete and correct: LIQUIDITY:: The Liquidity of LendingClub and its consolidated Subsidiaries (including, without limitation, Borrower), as of any date of determination, shall not be less than required minimum. ACTUAL: $__________ REQUIRED MINIMUM:$MINIMUM: $[***]* TOTAL NET LEVERAGE RATIO: The Total Net Leverage Ratio shall not, as at the last day of any period of four consecutive Fiscal Quarters ending with identified Fiscal Quarter, exceed the corresponding identified ratio. ACTUAL: Maximum Total Net Leverage Ratio for preceding four fiscal quarters Four Quarters Ending December 31, 2017: [***]* Four Quarters Ending March 31, 2018: [***]* Four Quarters Ending June 30, 2018 and the last day of each subsequent fiscal quarter: [***]* * Confidential Treatment Requested
Appears in 1 contract
Duty to Update. If this Certificate is being delivered in connection with any Applicable Pro Forma Date, the undersigned hereby undertakes the obligation to update the information, representations, warranties, and certifications provided herein and in each Annex attached hereto if any such information, representations, warranties, or certifications are no longer true, complete and correct in all material respects on and as of such Applicable Pro Forma Date (after giving effect to all activity to take place on such date) except to the extent such information, representations, warranties, and certifications expressly relate to any earlier date, as of such earlier date. Servicer has executed this Borrowing Base Certificate through its Authorized Officer on the date first specified above. Exhibit C-1 LENDINGCLUB CORPORATION, as Servicer By:__________________________ Name/Title:____________________ ATTACHMENTS: DATA FILE WITH COMPLETION OF INFORMATION PER ALL TABS INCLUDING DATA TAB (WITH RECEIVABLES DATA), ADVANCE RATE MODEL (SHOWING ADVANCE RATE CALCULATION); BORROWING BASE TAB (SHOWING BORROWING BASE CALCULATION), BAM! TAB (BUSINESS ACTIVITY MONITORING DATA), LOSS CALCULATION TAB (SHOWING CALCULATION OF VINTAGE LOSS PERCENTAGE); AND SERVICER REPORT TAB (SHOWING COMPLIANCE WITH DELINQUENCY RATIO, VINTAGE LOSS RATIO, AND OTHER APPLICABLE INFORMATION) EXHIBIT D TO CREDIT AGREEMENT Seller/Servicer’s Credit and Collection Policy* * Confidential Treatment Requested EXHIBIT E TO CREDIT AGREEMENT FORM OF FINANCIALS COMPLIANCE CERTIFICATE Date: ________, 20___ Citibank, N.A., as Administrative Agent, on behalf of itself and the Lenders Wilmington Trust, National Association, as Paying Agent Ladies and Gentlemen: This Financials Compliance Certificate (this “Certificate”), for the fiscal [quarter][year] ending ____________, 20__ (the “Relevant Period”), is furnished pursuant to Section 6.01(l) of that certain Warehouse Credit Agreement, dated as of October 10, 2017 (as amended, supplemented, restated or otherwise modifiedPolicy As used herein, the “Credit Agreement”)and Collection Policy” is all credit, among LendingClub Warehouse I LLC (the “Borrower”)collection and servicing policies, Wilmington Trustprocedures, National Association, as Paying Agent (in such capacity, “Paying Agent”) and Collateral Trustee (in such capacity, “Collateral Trustee”), the Lenders from time to time party thereto (the “Lenders”)manuals, and Citibank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein or as the context otherwise requires, terms used herein have the respective meanings assigned thereto under the Credit Agreement. The undersigned, as an Authorized Officer of the Borrower and LendingClub, hereby certifies as of the date hereof that he/she is the __________ of the Borrower and the ________ of Lending Club and that, as such, he/she is authorized to execute and deliver this Certificate on behalf of the Borrower and LendingClub, and that:
1. Together with this Certificate, the undersigned has delivered the financial statements and information of each of LendingClub and/or the Borrower for the Relevant Period as required pursuant to Section 6.01(k) of the Credit Agreement (the “Financial Statements”).
2. The undersigned has reviewed the terms of the Credit Agreement and has made, or caused to be made under his/her supervision, a detailed review of the transactions and condition of the Borrower and LendingClub during the Relevant Period.
3. The Financial Statements of LendingClub or the Borrower, as applicable, present fairly in all material respects the financial condition and results of operations of such Person (and, in the case standards of LendingClub, its consolidated Subsidiaries on a consolidated basis) in accordance with GAAP consistently applied, subject, in the case of interim Financial Statements, to normal year-end audit adjustments and the absence of footnotes.
4. Such review has not disclosed the existence at any time on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default[, except for such conditions or events listed below, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking or proposes to take with respect thereto].
5. None of the Originator, Seller or Borrower has changed its nameServicer, chief executive office, jurisdiction of organization, or form of organization initially as in any manner without having given the Administrative Agent the prior notice (and, if applicable, received such consent) as required by Section 6.02(i) of the Credit Agreement.
6. All representations and warranties set forth in Section 4.01 of the Credit Agreement are true and correct in all material respects effect on the date hereof and as hereafter revised and in effect at any time (except subject to the extent such representations and warranties expressly relate to any earlier dateSection 6.02(f)), in which case such representations and warranties are true and correct in all material respects as of such earlier date).
7. The Seller is in compliance with the Seller Financial Covenantsevidenced by LendingClub’s internal records, and the information set forth below is true, complete and correct: LIQUIDITY:The Liquidity of LendingClub and its consolidated Subsidiaries (including, without limitation, Borrower)all such policies, as procedures, manuals, and standards that are given to any LendingClub employee or contractor or are part of any date software or program used by LendingClub. The Credit and Collection Policy shall include, by way of determinationexample and not limitation, shall not be less than required minimum. ACTUALall such policies, procedures, manuals and standards that are applied: $__________ REQUIRED MINIMUM:$[***]. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Near Prime Loan Program - “Credit Criteria”2 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]3 [***] [***] [***] [***] [***] [***] 1 [***] 2 [***] 3 [***] Effective: October 19, 2016
1. Why We Have It Lending Club aims to provide superior customer service. Therefore, we maintain comprehensive debt collection processes and comply with all requirements of the Fair Debt Collection Practices Act (FDCPA) and related laws and regulations. We also have standard operating procedures that ensure effective and customer-friendly debt collection, as guided by this policy.
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Duty to Update. If this Certificate is being delivered in connection with any Applicable Pro Forma Date, the undersigned hereby undertakes the obligation to update the information, representations, warranties, and certifications provided herein and in each Annex attached hereto if any such information, representations, warranties, or certifications are no longer true, complete and correct in all material respects on and as of such Applicable Pro Forma Date (after giving effect to all activity to take place on such date) except to the extent such information, representations, warranties, and certifications expressly relate to any earlier date, as of such earlier date. Servicer has executed this Borrowing Base Certificate through its Authorized Officer on the date first specified above. Exhibit C-1 LENDINGCLUB CORPORATION, as Servicer By:__________________________ Name/Title:____________________ ATTACHMENTS: DATA FILE WITH COMPLETION OF INFORMATION PER ALL TABS INCLUDING DATA TAB (WITH RECEIVABLES DATA), ADVANCE RATE MODEL (SHOWING ADVANCE RATE CALCULATION); BORROWING BASE TAB (SHOWING BORROWING BASE CALCULATION), BAM! TAB (BUSINESS ACTIVITY MONITORING DATA), LOSS CALCULATION TAB (SHOWING CALCULATION OF VINTAGE LOSS PERCENTAGE); AND SERVICER REPORT TAB (SHOWING COMPLIANCE WITH DELINQUENCY RATIO, VINTAGE LOSS RATIO, AND OTHER APPLICABLE INFORMATION) EXHIBIT D TO CREDIT AGREEMENT Seller/Servicer’s Credit and Collection Policy* * Confidential Treatment Requested EXHIBIT E TO CREDIT AGREEMENT FORM OF FINANCIALS COMPLIANCE CERTIFICATE Date: ________, 20___ Citibank, N.A., as Administrative Agent, on behalf of itself and the Lenders Wilmington Trust, National Association, as Paying Agent Ladies and Gentlemen: This Financials Compliance Certificate (this “Certificate”), for the fiscal [quarter][year] ending ____________, 20__ (the “Relevant Period”), is furnished pursuant to Section 6.01(l) of that certain Warehouse Credit Agreement, dated as of October 10, 2017 (as amended, supplemented, restated or otherwise modified, the “Credit Agreement”), among LendingClub Warehouse I LLC (the “Borrower”), Wilmington Trust, National Association, as Paying Agent (in such capacity, “Paying Agent”) and Collateral Trustee (in such capacity, “Collateral Trustee”), the Lenders from time to time party thereto (the “Lenders”), and Citibank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein or as the context otherwise requires, terms used herein have the respective meanings assigned thereto under the Credit Agreement. The undersigned, as an Authorized Officer of the Borrower and LendingClub, hereby certifies as of the date hereof that he/she is the __________ of the Borrower and the ________ of Lending Club and that, as such, he/she is authorized to execute and deliver this Certificate on behalf of the Borrower and LendingClub, and that:
1. Together with this Certificate, the undersigned has delivered the financial statements and information of each of LendingClub and/or the Borrower for the Relevant Period as required pursuant to Section 6.01(k) of the Credit Agreement (the “Financial Statements”).
2. The undersigned has reviewed the terms of the Credit Agreement and has made, or caused to be made under his/her supervision, a detailed review of the transactions and condition of the Borrower and LendingClub during the Relevant Period.
3. The Financial Statements of LendingClub or the Borrower, as applicable, present fairly in all material respects the financial condition and results of operations of such Person (and, in the case of LendingClub, its consolidated Subsidiaries on a consolidated basis) in accordance with GAAP consistently applied, subject, in the case of interim Financial Statements, to normal year-end audit adjustments and the absence of footnotes.
4. Such review has not disclosed the existence at any time on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default[, except for such conditions or events listed below, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking or proposes to take with respect thereto].
5. None of the Originator, Seller or Borrower has changed its name, chief executive office, jurisdiction of organization, or form of organization in any manner without having given the Administrative Agent the prior notice (and, if applicable, received such consent) as required by Section 6.02(i) of the Credit Agreement.
6. All representations and warranties set forth in Section 4.01 of the Credit Agreement are true and correct in all material respects on the date hereof (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date).
7. The Seller is in compliance with the Seller Financial Covenants, and the information set forth below is true, complete and correct: LIQUIDITY:: The Liquidity of LendingClub and its consolidated Subsidiaries (including, without limitation, Borrower), as of any date of determination, shall not be less than required minimum. ACTUAL: $__________ REQUIRED MINIMUM:$MINIMUM: $[***]* TOTAL NET LEVERAGE RATIO: The Total Net Leverage Ratio shall not, as at the last day of any period of four consecutive Fiscal Quarters ending with identified Fiscal Quarter, exceed the corresponding identified ratio. ACTUAL: Maximum Total Net Leverage Ratio for preceding four fiscal quarters Four Quarters Ending December 31, 2017: [***]* Four Quarters Ending March 31, 2018: [***]* Four Quarters Ending June 30, 2018 and the last day of each subsequent fiscal quarter: [***]* * Confidential Treatment Requested
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Duty to Update. If this Certificate is being delivered in connection with any Applicable Pro Forma Date, the undersigned hereby undertakes the obligation to update the information, representations, warranties, and certifications provided herein and in each Annex attached hereto if any such information, representations, warranties, or certifications are no longer true, complete and correct in all material respects on and as of such Applicable Pro Forma Date (after giving effect to all activity to take place on such date) except to the extent such information, representations, warranties, and certifications expressly relate to any earlier date, as of such earlier date. Servicer has executed this Borrowing Base Certificate through its Authorized Officer on the date first specified above. Exhibit C-1 LENDINGCLUB CORPORATION, as Servicer By:__________________________ Name/Title:____________________ ATTACHMENTS: DATA FILE WITH COMPLETION OF INFORMATION PER ALL TABS INCLUDING DATA TAB (WITH RECEIVABLES DATA), ADVANCE RATE MODEL (SHOWING ADVANCE RATE CALCULATION); BORROWING BASE TAB (SHOWING BORROWING BASE CALCULATION), BAM! TAB (BUSINESS ACTIVITY MONITORING DATA), LOSS CALCULATION TAB (SHOWING CALCULATION OF VINTAGE ORIGINATION WEIGHTED CUMULATIVE LOSS PERCENTAGERATIO AND PURCHASED PORTFOLIO WEIGHTED CUMULATIVE LOSS RATIO); AND SERVICER REPORT TAB (SHOWING COMPLIANCE WITH DELINQUENCY RATIO, VINTAGE LOSS RATIO, AND OTHER APPLICABLE INFORMATION) EXHIBIT D TO CREDIT AGREEMENT Seller/Servicer’s Credit and Collection Policy* * Confidential Treatment Requested EXHIBIT E TO CREDIT AGREEMENT FORM OF FINANCIALS COMPLIANCE CERTIFICATE Date: ________, 20___ CitibankJPMorgan Chase Bank, N.A., as Administrative Agent, on behalf of itself and the Lenders Wilmington Trust, National Association, as Paying Agent Ladies and Gentlemen: This Financials Compliance Certificate (this “Certificate”), for the fiscal [quarter][year] ending ____________, 20__ (the “Relevant Period”), is furnished pursuant to Section 6.01(l) of that certain Warehouse Credit Agreement, dated as of October 10January 23, 2017 2018 (as amended, supplemented, restated or otherwise modified, the “Credit Agreement”), among LendingClub Warehouse I LENDINGCLUB WAREHOUSE II LLC (the “Borrower”), Wilmington Trust, National Association, as Paying Agent (in such capacity, “Paying Agent”) and Collateral Trustee (in such capacity, “Collateral Trustee”), the Lenders from time to time party thereto (the “Lenders”), and CitibankJPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein or as the context otherwise requires, terms used herein have the respective meanings assigned thereto under the Credit Agreement. The undersigned, as an Authorized Officer of the Borrower and LendingClub, hereby certifies as of the date hereof that he/she is the __________ of the Borrower and the ________ of Lending Club and that, as such, he/she is authorized to execute and deliver this Certificate on behalf of the Borrower and LendingClub, and that:
1. Together with this Certificate, the undersigned has delivered the financial statements and information of each of LendingClub and/or the Borrower for the Relevant Period as required pursuant to Section 6.01(k) of the Credit Agreement (the “Financial Statements”).
2. The undersigned has reviewed the terms of the Credit Agreement and has made, or caused to be made under his/her supervision, a detailed review of the transactions and condition of the Borrower and LendingClub during the Relevant Period.
3. The Financial Statements of LendingClub or the Borrower, as applicable, present fairly in all material respects the financial condition and results of operations of such Person (and, in the case of LendingClub, LendingClub and its consolidated Subsidiaries on a consolidated basis) basis in accordance with GAAP consistently applied, subject, in the case of interim Financial Statements, to normal year-end audit adjustments and the absence of footnotes.
4. Such review has not disclosed the existence at any time on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default[, except for such conditions or events listed below, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking or proposes to take with respect thereto].
5. None of the Originator, Seller or Borrower has changed its name, chief executive office, jurisdiction of organization, or form of organization in any manner without having given the Administrative Agent the prior notice (and, if applicable, received such consent) as required by Section 6.02(i) of the Credit Agreement.
6. All representations and warranties set forth in Section 4.01 of the Credit Agreement are true and correct in all material respects on the date hereof (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date).
7. The Seller is in compliance with the Seller Financial Covenants, and the information set forth below is true, complete and correct: LIQUIDITY:The Liquidity of LendingClub and its consolidated Subsidiaries (including, without limitation, Borrower), as of any date of determination, shall not be less than required minimum. ACTUAL: $__________ REQUIRED MINIMUM:$[***]*
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