Common use of Other Debt to Chase or Certain Subsidiaries of JPMorgan Chase & Co Clause in Contracts

Other Debt to Chase or Certain Subsidiaries of JPMorgan Chase & Co. There is a default beyond the expiration of any applicable grace or cure period under any agreement for Indebtedness other than a Facility Document with more than (i) with respect to Seller Parties, [***] and (ii) with respect to Guarantor, [***] in aggregate principal amount outstanding, in each case of (i) or (ii) that the Seller Parties or Guarantor (as applicable) has entered into with Buyer or any of the Subsidiaries of JPMorgan Chase & Co. listed in Exhibit 21 of its Form 10-K most recently filed with the SEC and, if such default is neither a payment default, an Insolvency Event or another default for which such other agreement does not provide for or expressly allow for a cure (a “No-cure Default”), it has not been cured by such defaulting party or waived by such counterparty and [***] have elapsed since its occurrence (no cure or waiver period shall be applicable in respect of any such payment default, Insolvency Event or No-cure Default). For clarity, an “agreement for debt” under this Section 15(s) shall not include any agreement with Buyer or any of its Affiliates or Subsidiaries that relates to treasury management, brokerage or trading-related services; or

Appears in 2 contracts

Samples: Master Repurchase Agreement (Rocket Companies, Inc.), Master Repurchase Agreement (Rocket Companies, Inc.)

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Other Debt to Chase or Certain Subsidiaries of JPMorgan Chase & Co. There is a default beyond the expiration of any applicable grace or cure period under any agreement for Indebtedness other than a Facility Document with more than that (i) with respect to Seller Parties, [***] and (ii) with respect to Guarantor, [***] relates to a facility the size of which is in aggregate principal amount outstandingexcess of the JPM Threshold, in each case of (i) or (ii) that the Seller Parties or Guarantor (as applicable) has entered into with Buyer or any of the Subsidiaries of JPMorgan Chase & Co. listed in Exhibit 21 of its Form 10-K most recently filed with the SEC (each such agreement, a “Other JPM Agreement”) and, if such default is neither a payment default, an Insolvency Event or another default for which such other agreement does not provide for or expressly allow for a cure (a “No-cure Default”), it has not been cured by such defaulting party or waived by such counterparty and [***] have elapsed since its occurrence (no cure or waiver period shall be applicable in respect of any such payment default, Insolvency Event or No-cure Default). For clarity, an “agreement for debt” under this Section 15(s) shall not include any agreement with Buyer or any of its Affiliates or Subsidiaries that relates to treasury management, brokerage or trading-related services; or

Appears in 2 contracts

Samples: Master Repurchase Agreement (Rocket Companies, Inc.), Master Repurchase Agreement (Rocket Companies, Inc.)

Other Debt to Chase or Certain Subsidiaries of JPMorgan Chase & Co. There is a default beyond the expiration of any applicable grace or cure period under any agreement for Indebtedness other than a Facility Document with more than (i) with respect to Seller Parties, [***] and (ii) with respect to Guarantor, [***] [***] in aggregate principal amount outstanding, in each case of (i) or (ii) that the Seller Parties or Guarantor (as applicable) has entered into with Buyer or any of the Subsidiaries of JPMorgan Chase & Co. listed in Exhibit 21 of its Form 10-K most recently filed with the SEC and, if such default is neither a payment default, an Insolvency Event or another default for which such other agreement does not provide for or expressly allow for a cure (a “No-No- cure Default”), it has not been cured by such defaulting party or waived by such counterparty and [***] have elapsed since its occurrence (no cure or waiver period shall be applicable in respect of any such payment default, Insolvency Event or No-cure Default). For clarity, an “agreement for debt” under this Section 15(s) shall not include any agreement with Buyer or any of its Affiliates or Subsidiaries that relates to treasury management, brokerage or trading-related services; or

Appears in 1 contract

Samples: Master Repurchase Agreement (Rocket Companies, Inc.)

Other Debt to Chase or Certain Subsidiaries of JPMorgan Chase & Co. There is a default beyond the expiration of any applicable grace or cure period under any agreement for Indebtedness Debt other than a Facility Transaction Document with more than (i) with respect that relates to a facility the size of which is in excess of the JPM Threshold that Seller Parties, [***] and (ii) with respect to Guarantor, [***] in aggregate principal amount outstanding, in each case of (i) or (ii) that the Seller Parties or Guarantor (as applicable) has entered into with Buyer Chase or any of the Subsidiaries of JPMorgan Chase & Co. listed in Exhibit 21 of its Form 10-K most recently filed with the SEC and, if such default is neither a payment default, an Act of Insolvency Event or nor another default for which such other agreement does not provide for or expressly allow for a cure (a “No-cure Default”), it has not been cured by such defaulting party or waived by such counterparty and [***] have elapsed since its occurrence (no cure or waiver period shall be applicable in respect of any such payment default, Act of Insolvency Event or No-cure Default). For clarity, an “agreement for debtDebt” under this Section 15(s12(a)(xxi) shall not include any agreement with Buyer Chase or any of its Affiliates or Subsidiaries that relates to treasury management, brokerage or trading-trading- related services; or.

Appears in 1 contract

Samples: Master Repurchase Agreement (Rocket Companies, Inc.)

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Other Debt to Chase or Certain Subsidiaries of JPMorgan Chase & Co. There is a default beyond the expiration of any applicable grace or cure period under any agreement for Indebtedness Debt other than a Facility Transaction Document with more than (i) with respect to Seller Parties, [***] and (ii) with respect to Guarantor, [***] in aggregate principal amount outstanding, in each case of (i) or (ii) outstanding that the Seller Parties or Guarantor (as applicable) has entered into with Buyer Chase or any of the Subsidiaries of JPMorgan Chase & Co. listed in Exhibit 21 of its Form 10-K most recently filed with the SEC and, if such default is neither a payment default, an Act of Insolvency Event or nor another default for which such other agreement does not provide for or expressly allow for a cure (a “No-cure Default”), it has not been cured by such defaulting party or waived by such counterparty and [***] have elapsed since its occurrence (no cure or waiver period shall be applicable in respect of any such payment default, Act of Insolvency Event or No-cure Default). For clarity, an “agreement for debtDebt” under this Section 15(sSubsection 12(a)(xxiii) shall not include any agreement with Buyer Chase or any of its Affiliates or Subsidiaries that relates to treasury management, brokerage or trading-related services; or. As amended hereby, the Amended MRA remains in full force and effect, and the Parties hereby ratify and confirm it. JPMORGAN CHASE BANK, N.A.. Administrative Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Officer JPMORGAN CHASE BANK, N.A., Buyer By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Officer QUICKEN LOANS INC., Seller By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Chief Executive Officer

Appears in 1 contract

Samples: Master Repurchase Agreement (Rocket Companies, Inc.)

Other Debt to Chase or Certain Subsidiaries of JPMorgan Chase & Co. There is a default beyond the expiration of any applicable grace or cure period under any agreement for Indebtedness Debt other than a Facility Transaction Document with more than (i) with respect to Seller Parties, [***] and (ii) with respect to Guarantor, [***] in aggregate principal amount outstandingoutstanding that Seller, in each case any of (i) its Subsidiaries or (ii) that the Seller Parties or Guarantor (as applicable) Rock Holdings, has entered into with Buyer Chase or any of the Subsidiaries of JPMorgan Chase & Co. listed in Exhibit 21 of its Form 10-K most recently filed with the SEC and, if such default is neither a payment default, an Act of Insolvency Event or nor another default for which such other agreement does not provide for or expressly allow for a cure (a “No-cure Default”), it has not been cured by such defaulting party or waived by such counterparty and [***] have elapsed since its occurrence (no cure or waiver period shall be applicable in respect of any such payment default, Act of Insolvency Event or No-cure Default). For clarity, an “agreement for debtDebt” under this Section 15(sSubsection 12(a)(xxiii) shall not include any agreement with Buyer Chase or any of its Affiliates or Subsidiaries that relates to treasury management, brokerage or trading-related services; or.

Appears in 1 contract

Samples: Confidential Disclosure Agreement (Rocket Companies, Inc.)

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